TOTAL AGREED VALUE Sample Clauses

TOTAL AGREED VALUE. The Total Agreed Value for the Membership Interests is $85,000,000, if paid through the issuance of Units as provided herein.
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TOTAL AGREED VALUE. 2.1 The total agreed value (the “Total Agreed Value”) for the Membership Interests shall be the amount set forth on the Summary of Terms. The Total Agreed Value (as reduced below) shall be paid as follows: (a) by the Project remaining subject to an Existing Mortgage lien now encumbering the Land and held by Xxxxxx Xxx and securing debt in an amount set forth on the Summary of Terms and otherwise on terms satisfactory to SCOLP (“Existing Mortgage”), provided that the holder of the Existing Mortgage consents to the transactions provided for herein pursuant to the provisions set forth in Section 9.4 herein; (b) SCOLP shall issue to Contributor newly created Series C Preferred Units with an aggregate value equal to the Series C Amount set forth on the Summary of Terms, which Units shall be issued at an issue price and on the terms set forth in the Summary of Terms (the “Series C Units”); and (c) SCOLP shall issue to Contributor in the form of OP Units in SCOLP (the “OP Units”) with an aggregate value equal to the OP Amount set forth on the Summary of Terms, which Units shall be issued at an issue price and on the terms set forth on the Summary of Terms. The Series C Units and the OP Units shall be issued to the Contributor at the Closing. The Series C Units and the OP Units are sometimes hereinafter collectively referred to as “Units”. The Total Agreed Value is allocated among real property, personal property and goodwill as set forth on the attached Summary of Terms. The Total Agreed Value set forth on the Summary of Terms shall be reduced for the principal amount of the debt outstanding under the loan payable by Contributor to Xxxxxx Xxxxxx and Xxxx Xxxxx, the proceeds of which loan were used to acquire a portion of the Membership Interests (“Acquisition Loan”). Interest and any fees, expenses or amounts outstanding under the Acquisition Loan other than principal shall be payable in cash at Closing. Subject to the preceding sentence, the Acquisition Loan shall be assumed and/or satisfied by SCOLP.
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TOTAL AGREED VALUE. 2.1 The total agreed value (the “Total Agreed Value”) for the Partnership Interests shall be the amount set forth on the Summary of Terms. The Total Agreed Value (as reduced below) shall be paid as follows: (a) by the Project remaining subject to an Existing Mortgage lien now encumbering the Land and held by Xxxxxx Xxx and securing debt in an amount set forth on the Summary of Terms and otherwise on terms satisfactory to SCOLP (“Existing Mortgage”), provided that the holder of the Existing Mortgage consents to the transactions provided for herein pursuant to the provisions set forth in Section 9.4 herein; (b) SCOLP shall issue to Associates and/or the Limited Partners newly created Series C Preferred Units with an aggregate value equal to the Series C Amount set forth on the Summary of Terms, which Units shall be issued at an issue price and on the terms set forth in the Summary of Terms (the “Series C Units”); and (c) SCOLP shall issue to Associates and/or the Limited Partners OP Units in SCOLP (the “OP Units”) with an aggregate value equal to the OP Amount set forth on the Summary of Terms, which Units shall be issued at an issue price and on the terms set forth on the Summary of Terms. The Series C Units and the OP Units shall be issued at the Closing. The Series C Units and the OP Units are sometimes hereinafter collectively referred to as “Units”.
Sample 1

Related to TOTAL AGREED VALUE

  • Agreed Value 5 Agreement ...............................................................................................5 API......................................................................................................5 Assignee.................................................................................................5

  • Consolidated Tangible Net Worth (i) The net worth of Seller and its consolidated subsidiaries, on a combined basis, determined in accordance with GAAP, minus (ii) all intangibles determined in accordance with GAAP (including goodwill, capitalized financing costs and capitalized administration costs but excluding originated and purchased mortgage servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from affiliates; provided, however, that the non-cash effect (gain or loss) of any xxxx-to-market adjustments made directly to stockholders’ equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Consolidated Tangible Net Worth.

  • Minimum Consolidated Tangible Net Worth (a) Prior to consummation of the Merger, the Borrower will not at any time permit Consolidated Tangible Net Worth to be less than the sum of (i) $788,000,000.00 plus (ii) seventy-five percent (75%) of the sum of any additional Net Offering Proceeds after the date of this Agreement.

  • Minimum Consolidated Net Worth Permit the Consolidated Net Worth of the Company at the end of any fiscal quarter to be less than US$11,250,000,000 (“Minimum Amount”).

  • Current Assets The term "Current Assets" shall mean, with respect to the Company, cash and other assets that are expected to be converted into cash, sold or exchanged within one year from the Closing Date, including marketable securities, receivables, inventory and current prepayments .

  • Adjusted Tangible Net Worth On the Effective Date, Seller’s Adjusted Tangible Net Worth is not less than the amount set forth in Section 2.1 of the Pricing Side Letter.

  • Total Liabilities to Tangible Net Worth Permit or suffer the --------------------------------------- ratio of Consolidated Total Liabilities of the Company and its Subsidiaries to Consolidated Tangible Net Worth of the Company and its Subsidiaries to be greater than 2.00 to 1.00 at any time.

  • Property Cash Flow Allocation (a) During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:

  • Consolidated Net Worth Borrower will at the end of each fiscal quarter maintain Consolidated Net Worth in an amount of not less than the sum of (i) $625,000,000 plus (ii) fifty percent (50%) of the aggregate Consolidated Net Income, if positive, for the period beginning January 1, 2005 and ending on the last day of such fiscal quarter.

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