Repayment of Shareholders Loan prior to Closing Sample Clauses

Repayment of Shareholders Loan prior to Closing. If the Company at Closing has an overdraft financing facility agreement for at least HUF 100 million, then any repayment of shareholders loans (including applicable interest) that the Vendors have received during the period as from 1 January 2004 to Closing, up to a maximum of HUF 220 million shall be permitted (“Permitted Repayment”). Any payment of dividends during the period as from 1 January 2004 to Closing will be included in the HUF 220 million cap. If the Company at Closing has an overdraft financing facility agreement for HUF 50 million then any repayments of shareholder loans (including applicable interest) that the Vendors have received during the period as from 1 January 2004 to Closing, up to a maximum of HUF 180 million shall be permitted (Permitted Repayment). Any payment of dividends during the period as from 1 January 2004 to Closing will be included in the HUF 180 million cap. If the Company at Closing has no overdraft financing facility then any repayments of shareholder loans (including applicable interest) that the Vendors have received during the period as from 1 January 2004 to Closing upto a maximum of HUF 140 million shall be permitted (Permitted Repayment). Any payment of dividends during the period as from 1 January 2004 to Closing will be included in the HUF 140 million cap. Any overdraft financing facility agreement in the amount between HUF 50 million and HUF 100 million shall result in a proportionate adjustment to the amount of the Permitted Repayment between HUF 180 million and HUF 220 million; whereas an overdraft facility in an amount less than HUF 50 million shall result in a proportionate adjustment to the amount of the Permitted Repayment between HUF 140 million and HUF 180 million. If the actual shareholders loan (including principal and interest) repayment and dividend payment made in the period as from 1 January 2004 to Closing is in excess of the Permitted Repayment, the excess amount will be deducted from the Cash Consideration and the Total Consideration, respectively. Within 5 business days prior to Closing, the Vendors will allow the Purchaser or its advisors upon the Purchaser’s request to review the payments of the Company as from 1 January 2004 upto Closing and to confirm the actual amount of shareholders loan (including principal and interest) repayments and dividend payments, if any made to the Vendors during the period as from 1 January 2004 to Closing.
Sample 1
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Related to Repayment of Shareholders Loan prior to Closing

  • Conditions Precedent to Closing The Local Church and Annual Conference acknowledge and agree that the obligations of the parties to effectuate the Closing on or about the Disaffiliation Date are expressly contingent and conditional on the following:

  • Certain Notifications Until Closing From the Signing Date until the Closing, the Company shall promptly notify the Investor of (i) any fact, event or circumstance of which it is aware and which would reasonably be expected to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of the Company contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which the Company is aware and which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; provided, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the Investor; provided, further, that a failure to comply with this Section 3.4 shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 1.2 to be satisfied unless the underlying Company Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 1.2 to be satisfied.

  • THE PURCHASER AND PAYMENT OF PURCHASE PRICE 8.1 Immediately after the fall of the hammer and upon being declared the successful purchaser of the Property, the Purchaser shall execute the memorandum attached hereto (`the Memorandum’).

  • Agreement of Purchase and Sale Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey and Purchaser agrees to purchase the following:

  • Escrow Closing Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an escrow agent and that the listing broker is authorized to transfer the xxxxxxx money or any other funds received to the escrow agent. After the transfer, Broker shall have no further responsibility or liability to Buyer or Seller to account for the funds. Escrow agent’s charges shall be equally divided between Buyer and Seller.

  • Purchase Closing Section 2.1 Purchase 5 Section 2.2 Closing 5 Section 2.3 Closing Conditions 6

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

  • The Settling Entity’s Release of Xxxxxxx The Settling Entity, on behalf of itself, its past and current agents, representatives, attorneys, successors, and assignees, hereby waives any and all claims against Xxxxxxx and his attorneys and other representatives, for any and all actions taken or statements made (or those that could have been taken or made) by Xxxxxxx and his attorneys and other representatives, whether in the course of investigating claims or otherwise seeking to enforce Proposition 65 in connection with the notice or Products.

  • Pre Closing Covenants The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • School Closing In the event that school is closed for any reason and the School District does not require employees to perform services, employees shall be compensated as follows:

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