Preliminary Settlement Sample Clauses

Preliminary Settlement. Seller and Purchaser will, on the Effective Date, conduct a preliminary settlement (the “Preliminary Settlement”) using preliminary data as of the close of business on the day prior to the Effective Date for all amounts other than the deposit premium owed to Seller, which shall be determined as described in Schedule A. The Closing Payment shall be calculated based upon such data and the amount so calculated shall be paid by wire transfer of immediately available funds.
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Preliminary Settlement. Seller shall prepare and deliver to Buyer not later than 12:00 p.m. local time on the day immediately preceding the Closing Date Seller’s preliminary settlement statement which shall set forth Seller’s good faith estimate (in accordance with customary industry accounting practices) of each adjustment to the Purchase Price and show the calculation of such estimated adjustment and the resulting estimated purchase price (the “Closing Amount”).
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Preliminary Settlement. The amount of cash to be received by and from the Purchaser at the Closing shall be calculated in accordance with Section 5.1 and Section 5.2 of this Agreement and the Preliminary Settlement Statement attached hereto and made a part hereof as Exhibit B-1. At the Closing, the ----------- Seller shall deliver to the Purchaser a copy of the Preliminary Settlement Statement set forth as Exhibit B-1 hereto which shall set forth the computation ----------- of the cash due to or from the Seller.
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Preliminary Settlement. 17.1.1 Amicable Settlement 17.1.2 If any dispute or difference or claims of any kind arising between the Authority and the Operator in connection with the rehabilitation, upgradation, interpretation, or application of any terms and conditions or any matter or thing in any way connected with or in connection with or arising out of this Agreement, or the rights, duties or liabilities of any Party under this Agreement, whether during the Concession Period or on expiry thereof, whether before or after the Termination of this Agreement (the 'Dispute'), then the Committee which shall comprise of two representatives, each from the Authority, the Operator and the Independent Expert, being duly notified by the Social Welfare Department (SWD) as the "Partnership Committee" shall meet at the request of any Party or Parties of this Agreement, in an effort to resolve such Dispute by discussion between them (the 'Partnership Committee'). 17.1.3 The Partnership Committee shall meet as and when necessary from time to time and attempt in good faith and use their best endeavors at all times to resolve the Dispute and produce written terms of the settlement. If the Dispute is not resolved by discussion between them, as evidenced by the signing of the written terms, within thirty (30) Days of raising such Dispute, the Dispute shall be resolved in accordance with Article 18.2. 17.1.4 Fast-Track Adjudication by Independent Expert/ Independent Auditor If any specific dispute or difference or claims of any kind arises between the Authority and the Operator related to the determination of: (a) existence and the consequences of a Force Majeure Event as specified in Article 14; and/ or (b) an Event of Default as specified in Article 15; and/ or (c) the remedy of defaults and Termination procedures as specified in Article 16 and/or (d) the existence, nature, and consequences of a Change in Law; The Parties hereby agree to refer such matter for fast-track adjudication (subject always to the Arbitration Act in terms of Article 18.2) to the Independent Expert and/or the Independent Auditor. The Parties may also, if they so agree at that time, refer for determination any other matter of a technical nature to the Independent Expert or the Independent Auditor. If any such specific dispute is not resolved by the Independent Expert or Independent Auditor within sixty (60) Days of its raising, it shall be resolved in accordance with Article 18.2.
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Preliminary Settlement. 18.1.1 Amicable Settlement
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Preliminary Settlement. At Closing, BUYER and SELLER shall execute a settlement statement (the "Preliminary Settlement Statement") prepared by SELLER, subject to the approval of BUYER, which shall set forth adjustments (as set forth in this paragraph) to the Purchase Price to be paid by BUYER at Closing. At least three days prior to Closing, SELLER agrees to furnish BUYER the Preliminary Settlement Statement for BUYER's review.
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Preliminary Settlement. Sellers shall jointly prepare and deliver to Buyer, at least five (5) business days prior to Closing, Sellers' estimate of the adjusted Purchase Price to be paid at Closing, together with a preliminary statement setting forth Sellers' estimate of the amount of each adjustment to the Purchase Price to be made pursuant to this ARTICLE 3. The estimate shall be prepared on a form substantially similar to that attached as EXHIBIT D. The Parties shall negotiate in good faith and shall attempt to agree on such estimated adjustments prior to Closing. In the event any estimated adjustment amounts are not agreed upon prior to Closing, the estimate of the adjusted Purchase Price for purpose of Closing shall be calculated based on Sellers' and Buyer's agreed upon estimated adjustments and Sellers' good faith estimate of any disputed amounts.
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Preliminary Settlement 
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Related to Preliminary Settlement

  • PRELIMINARY APPROVAL OF SETTLEMENT Promptly upon execution of this Stipulation, Lead Plaintiffs will move for preliminary approval of the Settlement, certification of the Settlement Class for settlement purposes only, and the scheduling of a hearing for consideration of final approval of the Settlement, which motion shall be unopposed by Defendants. Concurrently with the motion for preliminary approval, Lead Plaintiffs shall apply to the Court for, and Defendants shall agree to, entry of the Preliminary Approval Order, substantially in the form attached hereto as Exhibit A.

  • Cash Settlement If Cash Settlement is applicable to any Option exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date for each such Option, an amount of cash (the “Cash Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of (i) the Daily Option Value for such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period.

  • Final Settlement The Parties agree and acknowledge that this Compromise Agreement shall constitute a final settlement between the Parties. This Compromise Agreement resolves only issues addressed in the Compromise Agreement.

  • Monetary Settlement Terms 3.1 Civil Penalty Payment

  • Early Settlement (a) Subject to and upon compliance with the provisions of this Section 4.06, prior to the close of business on the second Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder may elect to settle its Purchase Contracts early, in whole or in part, at the Early Settlement Rate (“Early Settlement Right”). (b) A Holder’s right to receive Common Stock upon Early Settlement of any of its Purchase Contracts is subject to the following conditions (in the case of Global Securities, subject to the applicable procedures of the Depositary): (i) delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent electing Early Settlement of such Purchase Contract; and (ii) satisfaction of the conditions set forth in Section 4.04. (c) If a Holder complies with the requirements set forth in Section 4.06(b) prior to the close of business on any Business Day, then that Business Day shall be considered the “Early Settlement Date.” If a Holder complies with the requirements set forth in Section 4.06(b) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Date.” (d) On the second Business Day following the Early Settlement Date, subject to satisfaction of the conditions set forth in Section 4.06(b) by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable upon such Early Settlement of a Purchase Contract shall be treated as the holder of record of such shares as of the close of business on the relevant Early Settlement Date. (e) In the event that Early Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which Early Settlement was effected. (f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by less than all the Purchase Contracts evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security evidencing the Purchase Contracts as to which Early Settlement was not effected. (g) Upon receipt of any Early Settlement Notice pursuant to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company.

  • Gross Settlement Amount Except as otherwise provided by Paragraph 9 below, Defendant promises to pay three hundred fifty thousand dollars ($350,000.00) and no more as the Gross Settlement Amount and to separately pay any and all employer payroll taxes owed on the Wage Portions of the Individual Class Payments. Defendant has no obligation to pay the Gross Settlement Amount (or any payroll taxes) prior to the deadline stated in Paragraph 6.1 of this Agreement. The Administrator will disburse the entire Gross Settlement Amount without asking or requiring Participating Class Members or Aggrieved Employees to submit any claim as a condition of payment. None of the Gross Settlement Amount will revert to Defendant.

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