Secured Notes Purchase Price Sample Clauses

Secured Notes Purchase Price. On the Closing Date, Ally Auto shall pay to the Seller the Secured Notes Purchase Price as provided in Section 2.02.
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Secured Notes Purchase Price. In consideration for the First Step Purchased Property, Ally Auto shall, on or about the Closing Date, pay to the Seller an amount equal to the Initial Aggregate Secured Note Principal Balance in respect of the Secured Notes (the “Secured Notes Purchase Price”), and the Seller shall execute and deliver to Ally Auto an assignment in the form attached hereto as Exhibit A (the “First Step Secured Notes Assignment”). The Initial Aggregate Secured Note Principal Balance is equal to $1,253,396,075.11. A portion of the Secured Notes Purchase Price shall be paid to the Seller in immediately available funds and the balance of such purchase price shall be paid through an increase in the Seller’s capital account in Ally Auto (as a result of a deemed capital contribution from Seller to Ally Auto). The amount of the deemed capital contribution shall be duly recorded by the Seller and Ally Auto.
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Secured Notes Purchase Price. In consideration for the First Step Purchased Property, Ally Auto shall, on or about the Closing Date, pay to the Seller an amount equal to the Initial Aggregate Secured Note Principal Balance in respect of the Secured Notes (the “Secured Notes Purchase Price”), and the Seller shall execute and deliver to Ally Auto an assignment in the form attached hereto as Exhibit A (the “First Step Secured Notes Assignment”). The Initial Aggregate Secured Note Principal Balance is equal to $ . A portion of the Secured Notes Purchase Price, equal to $ , shall be paid to the Seller in immediately available funds and the balance of such purchase price shall be paid through one or both of (a) an increase in the amount owing from Ally Auto to the Seller under the Ally Auto Intercompany Advance Agreement (as a result of an advance made thereunder from the Seller to Ally Auto, equal to $ ), and (b) an increase in the Seller’s capital account in Ally Auto (as a result of a deemed capital contribution from Seller to Ally Auto). The amount advanced under the Ally Auto Intercompany Advance Agreement and the amount of the deemed capital contribution, if any, shall be duly recorded by the Seller and Ally Auto.
Sample 1
Secured Notes Purchase Price. In consideration for the First Step Purchased Property, XXXX shall, on or about the Series 2007-SN1 Closing Date, pay to GMAC an amount equal to the Initial Aggregate Secured Note Principal Balance in respect of the COLT 2007-SN1 Secured Notes (the "Secured Notes Purchase Price"), and GMAC shall execute and deliver to XXXX an assignment in the form attached as Exhibit A (the "First Step Secured Notes Assignment"). A portion of the Secured Notes Purchase Price equal to $2,302,510,133.28 shall be paid to GMAC in immediately available funds.
Sample 1
Secured Notes Purchase Price. On the Series 2005-SN1 Closing Date, XXXX shall pay to GMAC the Secured Notes Purchase Price as provided in Section 2.02.
Sample 1
Secured Notes Purchase Price. In consideration for the First Step Purchased Property, XXXX shall, on or about the Series 20__-SN_ Closing Date, pay to Ally Financial an amount equal to the Initial Aggregate Secured Note Principal Balance in respect of the COLT 20__-SN_ Secured Notes (the “Secured Notes Purchase Price”), and Ally Financial shall execute and deliver to XXXX an assignment in the form attached as Exhibit A (the “First Step Secured Notes Assignment”). A portion of the Secured Notes Purchase Price equal to $[ ] shall be paid to Ally Financial in immediately available funds and the balance, if any, of the Secured Notes Purchase Price shall be recorded as an advance from Ally Financial to XXXX pursuant to the Intercompany Advance Agreement or as a capital contribution from Ally Financial to XXXX.
Sample 1Sample 2
Secured Notes Purchase Price. On the Series 20__-SN_ Closing Date, XXXX shall pay to Ally Financial the Secured Notes Purchase Price as provided in Section 2.02.
Sample 1Sample 2
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Secured Notes Purchase Price. In consideration for the First Step Purchased Property, XXXX shall, on or about the Closing Date, pay to the Seller an amount equal to the Initial Aggregate Secured Note Principal Balance in respect of the Secured Notes (the “Secured Notes Purchase Price”), and the Seller shall execute and deliver to XXXX an assignment in the form attached hereto as Exhibit A (the “First Step Secured Notes Assignment”). The Initial Aggregate Secured Note Principal Balance is equal to $ . A portion of the Secured Notes Purchase Price, equal to $ , shall be paid to the Seller in immediately available funds and the balance of such purchase price shall be paid through one or both of (a) an increase in the amount owing from XXXX to the Seller under the XXXX Intercompany Advance Agreement (as a result of an advance made thereunder from the Seller to XXXX, equal to $ ), and (b) an increase in the Seller’s capital account in XXXX (as a result of a deemed capital contribution from Seller to XXXX). The amount advanced under the XXXX Intercompany Advance Agreement and the amount of the deemed capital contribution, if any, shall be duly recorded by the Seller and XXXX.
Sample 1
Secured Notes Purchase Price. On the Closing Date, XXXX shall pay to the Seller the Secured Notes Purchase Price as provided in Section 2.02.
Sample 1

Related to Secured Notes Purchase Price

  • Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).

  • Additional Purchase Price The purchase price for the Additional Shares (the "Additional Purchase Price") shall be an amount equal to (i) the difference between (1) the aggregate proceeds to Purchaser from the sale of the Optional Securities and (2) the aggregate cost to Purchaser, as notified by Purchaser to Seller at the Second Time of Delivery, of the Additional STRIPS, multiplied by (ii) a fraction, the numerator of which is the Firm Share Base Amount and the denominator of which is the number of Firm Securities.

  • Final Purchase Price Within 120 days after the Closing Date (provided, however, and notwithstanding the foregoing, not before ninety (90) days after the Closing Date), Seller Representative will prepare and deliver to Buyer, in accordance with this Agreement, a proposed statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price to be made pursuant to Section 2.04, along with supporting documentation reasonably necessary to support Sellers’ calculations and all back up invoices, statements and other materials, and the resulting final Purchase Price (as such final Purchase Price is agreed by Buyer and Seller Representative or determined pursuant to this Section 2.06, the “Final Purchase Price”). Within 30 days after receipt of the preliminary Final Settlement Statement, Buyer shall return a written report containing any proposed changes to the preliminary Final Settlement Statement (a “Dispute Notice”) and/or request additional supporting documentation or information. Buyer and Seller Representative agree to use commercially reasonable efforts to finalize such post-Closing adjustments no later than 180 days after the Closing Date (the date such agreement is made or such adjustments are otherwise determined pursuant to this Section 2.06, the “Final Settlement Date”). In the event that (a) the Closing Purchase Price, as determined pursuant to Section 2.05, is more than the Final Purchase Price, within two Business Days after the Final Settlement Date, Sellers shall pay to Buyer the amount of such difference, or (b) the Closing Purchase Price, as determined pursuant to Section 2.05, is less than the Final Purchase Price, within two Business Days after the Final Settlement Date, Buyer shall pay to Sellers the amount of such difference, in either event by wire transfer or other immediately available funds to the account notified by Seller Representative or Buyer, as the case may be. If Seller Representative and Buyer are unable to resolve the matters addressed in the Dispute Notice within 210 days after the Closing Date, each of Buyer and Seller Representative shall, within ten Business Days after such deadline, summarize its position with regard to such dispute in a written document of 20 pages or less (exclusive of exhibits) and submit such summaries to a nationally or internationally recognized accounting firm with expertise in the oil and gas industry and that is otherwise reasonably acceptable to and mutually accepted by Buyer and Seller Representative, but who has not worked as an employee or outside counsel or consultant for any Party or its Affiliates during the five year period preceding the arbitration or have any financial interest in the dispute, (the “Accounting Arbitrator”), together with the Dispute Notice, the Final Settlement Statement and any other documentation such Party may desire to submit. Within 30 days after receiving Buyer’s and Seller Representative’s respective submissions, the Accounting Arbitrator shall render a decision choosing either Seller Representative’s position or Buyer’s position with respect to each matter addressed in the Parties’ respective submissions, based on the materials described above. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on Sellers and Buyer. The costs of such Accounting Arbitrator shall be borne one-half by Buyer and one-half by Sellers. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific Final Purchase Price dispute presented to it, shall be limited to the procedures set forth in this Section 2.06, shall not have the powers of an arbitrator, shall not consider any other disputes or matters, and may not award damages, interest, costs, attorney’s fees, expenses or penalties to any Party.

  • Payment of Receivables Purchase Price In consideration of the sale of the Receivables from the Seller to the Purchaser as provided in Section 2.1, on the Closing Date the Purchaser shall have paid to the Seller the Receivables Purchase Price.

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Subordinated Notes The Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will have been duly executed, authenticated, issued and delivered, and will constitute legal, valid and binding obligations of the Company and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

  • Receivables Purchase Agreement The Transferor, in its capacity as purchaser of Receivables from the RPA Seller under the Receivables Purchase Agreement, shall enforce the covenants and agreements of the RPA Seller as set forth in the Receivables Purchase Agreement, including its agreement to designate Additional Accounts as and when required in order for the Transferor to fulfill its undertakings in Section 2.06. The Transferor shall not amend, waive or otherwise modify the Receivables Purchase Agreement except in accordance with its terms.

  • Purchase of Notes By Principal Life Principal Life may purchase some or all of the Notes in the open market or otherwise at any time, and from time to time. Simultaneously, upon such purchase, (1) the purchased Notes shall, by their terms become mandatorily redeemable by the Trust as specified in the related Pricing Supplement, Prospectus Supplement and/or Prospectus and (2) the Fund under this Agreement shall be permanently reduced by the same percentage as the principal amount of the Notes so redeemed bears to the sum of (i) the aggregate principal amount of all Notes issued and outstanding immediately prior to such redemption and (ii) the principal amount of the Trust Beneficial Interest related to such Notes. If Principal Life, in its sole discretion, engages in such open market or other purchases, then the Trust, the Indenture Trustee in respect of such Notes, and Principal Life shall take actions (including, in the case of Principal Life, making the payment(s) necessary to effect the Trust’s redemption of such Notes) as may be necessary or desirable to effect the cancellation of such Notes by the Trust.

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