Release as part of Aggregate Purchase Price Sample Clauses

Release as part of Aggregate Purchase Price. On the day payment becomes due in accordance with Clause 3.6, (i) all of the Down Payment and any accrued interest, except for EUR 1,000,000 (in words: one million Euro), shall be released to the Sellers in accordance with Clause 16.2, (the total amount hereby released to be deducted from the Aggregate Purchase Price (as defined in Clause 16.1)) and (ii) EUR 1,000,000 (in words: one million Euro) (Security For Claims) of the Down Payment shall remain in the Escrow Account I as security for any claim the PropCo Buyers and, for a period of 18 months after the Payment Date, the OpCo Transferees have against the Seller(s) under this PropCo Agreement and the OpCo Agreement, respectively. Each of the PropCo Buyers and the OpCo Transferees shall, during the first 15 months following the Payment Date, only have the right to make a claim against the Escrow Account I up to an amount of EUR 250,000 each. On the date that is 15 months after the Payment Date, the PropCo Buyers and OpCo Transferees shall provide each other with a statement of their unsatisfied valid claims against the Sellers. Each of the PropCo Buyers and OpCo Transferees will be entitled to a further withdrawal from the Escrow Account I in the relation that their respective valid unsatisfied claims bear to each other, e.g. if the PropCo Buyers have EUR 500,000 valid unsatisfied claims and the OpCo Transferees have EUR 250,000 valid unsatisfied claims, and assuming there is EUR 500,000 remaining in the Escrow Account I because each has already withdrawn their full EUR 250,000 from such account, then PropCo Buyers will be entitled to a further withdrawal of EUR 333,333 from the Escrow Account I and OpCo Transferees will be entitled to a withdrawal of EUR 166,667 from the Escrow Account I. PropCo Buyers acknowledge that the Sellers' interest in the Escrow Account I has been assigned to the Lender Banks, subject to the rights of the Sellers, PropCo Buyers and OpCo Transferees to such Escrow Account I as described herein and in the Escrow Agreement. If, on the date that is 15 months after the Payment Date, either the PropCo Buyers or OpCo Transferees have initiated any legal proceedings (Rechtshängigkeit) against the Sellers, then the procedure described above for establishing the relationship of unsatisfied PropCo Buyer claims to OpCo Transferee claims shall be delayed until all such pending legal proceedings have been finally determined and are subject to an enforceable judgment (Rechtkräftiges Urteil). ...
Sample 1
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Related to Release as part of Aggregate Purchase Price

  • Aggregate Purchase Price The aggregate purchase price for the Notes (the “Aggregate Purchase Price”) shall equal the result of (x) divided by (y), where (x) equals the Aggregate Principal Amount and (y) equals 1.25. Each date upon which a Closing occurs is a “Closing Date”.

  • Treatment of Payment as Made on Designated Payment Date Solely for purposes of determining compliance with Code Section 409A, any payment under this Agreement made after the required payment date shall be deemed made on the required payment date provided that such payment is made by the latest of: (i) the end of the calendar year in which the payment is due; (ii) the 15th day of the third calendar month following the payment due date; (iii) if Employer cannot calculate the payment amount on account of administrative impracticality which is beyond the Executive’s control, the end of the first calendar year which payment calculation is practicable; and (iv) if Employer does not have sufficient funds to make the payment without jeopardizing the Employer’s solvency, in the first calendar year in which the Employer’s funds are sufficient to make the payment.

  • Investment of Amounts in Special Payments Account Any amounts on deposit in the Special Payments Account prior to the distribution thereof pursuant to Section 2.4(b) or (c) shall be invested in accordance with Section 2.2(b). Investment Earnings on such investments shall be distributed in accordance with Section 2.4(b) or (c), as the case may be.

  • Payment of Repurchase Prices and Substitution Shortfall Amounts The Issuer hereby directs and the Depositor hereby agrees to remit or cause to be remitted all amounts in respect of Repurchase Prices and Substitution Shortfall Amounts payable during the related Due Period in immediately available funds to the Indenture Trustee to be deposited in the Collection Account on the Business Day immediately preceding the related Payment Date for such Due Period in accordance with the provisions of the Indenture. In the event that more than one Timeshare Loan is replaced pursuant to Sections 6(a), (b) or (c) hereof on any Transfer Date, the Substitution Shortfall Amounts and the Loan Balances of Qualified Substitute Timeshare Loans shall be calculated on an aggregate basis for all substitutions made on such Transfer Date.

  • AMOUNT AND PAYMENT OF PURCHASE PRICE The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto and made a part hereof.

  • Deposit of Repurchase Price On or prior to the Repurchase Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Repurchase Price of the Securities which are to be repaid on the Repurchase Date.

  • Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date), and, if the terms of such Security so provide, to convert such Security in accordance with its terms, and to institute suit for the enforcement of any such payment and, if applicable, any such right to convert, and such rights shall not be impaired without the consent of such Holder.

  • Limitation on Aggregate Principal Amount The aggregate principal amount of the Notes shall not be limited. The Company shall not execute and the Trustee shall not authenticate or deliver Notes except as permitted by the terms of the Indenture.

  • Unconditional Right of Holders to Receive Principal, Premium and Interest Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

  • Investor’s Rights and Remedies Cumulative; Liquidated Damages All rights, remedies, and powers conferred in this Agreement and the Transaction Documents are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy that Investor may have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law, in equity, or by statute, and any and all such rights and remedies may be exercised from time to time and as often and in such order as Investor may deem expedient. The parties acknowledge and agree that upon Company’s failure to comply with the provisions of the Transaction Documents, Investor’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to predict future interest rates and future share prices, Investor’s increased risk, and the uncertainty of the availability of a suitable substitute investment opportunity for Investor, among other reasons. Accordingly, any fees, charges, and default interest due under the Note and the other Transaction Documents are intended by the parties to be, and shall be deemed, liquidated damages (under Company’s and Investor’s expectations that any such liquidated damages will tack back to the Closing Date for purposes of determining the holding period under Rule 144 under the 1933 Act). The parties agree that such liquidated damages are a reasonable estimate of Investor’s actual damages and not a penalty, and shall not be deemed in any way to limit any other right or remedy Investor may have hereunder, at law or in equity. The parties acknowledge and agree that under the circumstances existing at the time this Agreement is entered into, such liquidated damages are fair and reasonable and are not penalties. All fees, charges, and default interest provided for in the Transaction Documents are agreed to by the parties to be based upon the obligations and the risks assumed by the parties as of the Closing Date and are consistent with investments of this type. The liquidated damages provisions of the Transaction Documents shall not limit or preclude a party from pursuing any other remedy available at law or in equity; provided, however, that the liquidated damages provided for in the Transaction Documents are intended to be in lieu of actual damages.

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