Termination Amounts. (i) Upon termination of the Advisory Agreement and subject to Sections 5.1(d)(ii) and (e), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest (the “Termination Amount”) in the form of a Note equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Return on the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on such Note in income and the Partnership shall not deduct such ...
Termination Amounts. Notwithstanding Section 6 of this Agreement, so long as Xxxxxx is (A) the Affected Party in respect of a Termination Event or (B) the Defaulting Party in respect of any Event of Default, paragraphs (i) to (viii) below shall apply:
Termination Amounts. If an Early Termination Date is designated at a time when Party A is (A) the Affected Party in respect of an Additional Termination Event or a Tax Event Upon Merger or (B) the Defaulting Party in respect of any Event of Default, paragraphs (i) to (vi) below will apply:
Termination Amounts. 4.1 Until the end of the Financial Year in which the termination occurs the User shall pay to NGC the Connection Charges and Use of System Charges for which the User is liable in full. Where the User has a Connection Site the User shall at the end of such Financial Year pay to NGC a sum equal to the following:
Termination Amounts. (1) SSR shall be entitled to the Alacer Termination Amount upon the occurrence of any of the following events (each a “Alacer Termination Amount Event”) which shall be paid by Alacer to SSR, in consideration for the disposition of SSR’s rights under this Agreement, within the time specified below in respect of each such Alacer Termination Amount Event:
Termination Amounts. (a) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Termination Amount Event occurs, the Company shall pay the Termination Amount to the Purchaser (or as the Purchaser may direct by notice in writing) in accordance with Section 8.2(c).
Termination Amounts. (1) Tilray shall be entitled to the Aphria Termination Amount upon the occurrence of any of the following events (each a “Aphria Termination Amount Event”) which shall be paid by Aphria to Tilray, in consideration for the disposition of Tilray’s rights under this Agreement, within the time specified below in respect of each such Aphria Termination Amount Event:
Termination Amounts. (i) Upon a Termination and subject to Sections 5.1(d)(ii) and (f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more distributions solely out of Net Sales Proceeds (the “Termination Base Promote”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase program) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the Termination Date.
Termination Amounts. (a) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if an Agnico Termination Amount Event or Xxxxxxxx Termination Amount Event occurs, Agnico or Xxxxxxxx, as applicable, shall pay the Termination Amount to the other Party (or as such other Party may direct by Notice in writing) in consideration for the disposition of the other Party's rights under this Agreement, in each case in accordance with Sections 8.2(b), 8.2(c) and 8.2(e), as applicable.
