Determination and Payment of Assumption Price Sample Clauses

Determination and Payment of Assumption Price. The Seller and the Buyer agree that on the Closing Date the Seller will pay to the Buyer, by official bank or clearing house check or by wire transfer of immediately available funds to an account at the Buyer's main office at El Centro, California, in the manner directed by the Buyer in a notice to the Seller on the day next preceding the Closing Date, an amount (the "Assumption Price") equal to: (i) the aggregate amount of the Liabilities to be assumed by the Buyer pursuant hereto determined in accordance with Schedule 1 attached hereto; plus (ii) the amount of $250,000; less (iii) the sum of (a) the cash on hand and due from banks at the Branch transferred to the Buyer hereunder, plus (b) the book value of the Personal Property acquired pursuant to Section 2.4(b), plus (c) the book value of the Loans acquired pursuant to Section 2.4(a) determined in accordance with Schedule 1 attached hereto, plus (d) an amount equal to one percent (1%) of the Deposits assumed pursuant to Section 2.1(a), exclusive of any Deposits rejected by the Buyer pursuant to Section 2.1(a) and exclusive of accrued interest thereon. The aggregate amount of the Liabilities shall be determined in accordance with Schedule 1 in good faith by an accounting to be conducted jointly by the Buyer and the Seller based upon the Branch Deposit Trial Balance Report prepared by the Seller. The book value of the Loans acquired shall be determined in accordance with Schedule 1 in good faith by an accounting to be conducted jointly by the Buyer and the Seller based upon the Branch Loan Trial Balance Report prepared by the Seller. The book value of the Personal Property acquired pursuant to Section 2.4(b) shall be determined in accordance with Schedule 1 in good faith by an accounting to be conducted jointly by the Buyer and the Seller based upon the books and records of the Branch. The Buyer and the Seller shall complete their provisional accounting on the Business Day next preceding the Closing Date and shall jointly execute, and shall deliver to each other on the Closing Date, a certificate setting forth the amount of cash on hand and due from banks at the Branch transferred to the Buyer hereunder, the amount of such Liabilities, the book value of the Loans and Personal Property acquired, and stating the Assumption Price to be paid by the Seller to the Buyer on the Closing Date. Final determination of the Assumption Price and final settlement of any payment or refund shall be made in accordance wit...
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Determination and Payment of Assumption Price. 8 3.2 Allocation of the Consideration for Acquisition of the Branch.............8

Related to Determination and Payment of Assumption Price

  • Calculation and Payment No later than the second Business Day following the receipt by Purchasers of the Monthly Servicing Oversight Report for a calendar month, Holdings will remit to Seller in immediately available funds the Seller Monthly Servicing Fee and Performance Fees payable by Holdings to Seller for the related calendar month, along with a report showing in reasonable detail the calculation of such Seller Monthly Servicing Fees and Performance Fees.

  • Calculation and Payment of Additional Rent Tenant shall pay to Landlord, in the manner set forth in Section 4.4.1, below, and as Additional Rent, Tenant’s Share of Direct Expenses for each Expense Year.

  • Computation and Payment of Fee The advisory fee shall accrue on each calendar day, and shall be payable monthly on the first business day of the next succeeding calendar month. The daily fee accruals shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the annual advisory fee rate, and multiplying this product by the Managed Assets of the Fund, determined in the manner established by the Directors, as of the close of business on the last preceding business day on which the Fund's net asset value was determined.

  • Consideration and Payment The purchase price for the sale of the Purchased Assets sold to the Purchaser on the Closing Date shall equal the estimated fair market value of the Purchased Assets. Such purchase price shall be paid in cash to Santander Consumer in an amount agreed to between Santander Consumer and the Purchaser, and, to the extent not paid in cash by the Purchaser, shall be paid by a capital contribution by Santander Consumer of an undivided interest in such Purchased Assets that increases its equity interest in the Purchaser in an amount equal to the excess of the estimated fair market value of the Purchased Assets over the amount of cash paid by the Purchaser to Santander Consumer.

  • Computation and Payment Interest shall be computed on the basis of a 360-day year, actual days elapsed. Interest shall be payable at the times and place set forth in each promissory note or other instrument or document required hereby.

  • Termination and Payment Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement.

  • Calculation and Payment of Interest (a) Interest on the outstanding principal amount from time to time of each Base Rate Canada Loan shall accrue from day to day from and including the date on which credit is obtained by way of such Loan to but excluding the date on which such Loan is repaid in full (both before and after maturity and as well after as before judgment) and shall be calculated on the basis of the actual number of days elapsed divided by 365 or 366, as the case may be.

  • Rates and Payment You agree to pay the residence fees for the accommodation assigned to you, including where applicable, the size of the accommodation, according to the payment schedule attached hereto as Appendix IV. You may either pay the entire amount due or pay the residence fees in instalments, in the amounts and on the dates outlined in Appendix IV. If you choose or are required to change your accommodation, you will be required to pay the fees stipulated for the new accommodation, including the meal plan, if applicable. Failure to pay the first instalment of residence fees by or on the date it is due will lead to forfeiture of your accommodation assignment. Charges for residence fees will continue until you complete the contract termination and check out process in section 1.12. Please note that the following terms apply to all fees and payments required by Student Housing and Community Services (i.e.: residence fees, activities/programs, assessments, et cetera): • Post-dated cheques will not be accepted. • A $35 service charge will be levied on all cheques returned by your bank for any reason. • You will pay all fees that may be imposed by the University from time to time in respect of failed electronic financial transactions, including, without limitation, electronic funds transfers and Interac transactions where, after initial processing, the transaction is cancelled or voided due to insufficient funds. • Late payments may not be accepted. If a late payment is accepted, it will be subject to late payment fees as follows: » first late payment - $25 » second late payment - $25 » third late payment - $50 » fourth and any subsequent late payments $75 ea.

  • Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events If (a) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to the Transaction or (b) the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of (i) a Nationalization, Insolvency or Merger Event in which the consideration to be paid to holders of Shares consists solely of cash, (ii) a Merger Event or Tender Offer that is within Counterparty’s control, or (iii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement, in each case that resulted from an event or events outside Counterparty’s control), and if Dealer would owe any amount to Counterparty pursuant to Section 6(d)(ii) of the Agreement or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Obligation”), then Dealer shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Counterparty gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, (b) Counterparty remakes the representation set forth in Section 8(f) as of the date of such election and (c) Dealer agrees, in its sole discretion, to such election, in which case the provisions of Section 12.7 or Section 12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii) of the Agreement, as the case may be, shall apply.

  • Prices and Payment 2.1 The price for the Goods will be the price as referred to in the Order Confirmation (“Price”) and, unless otherwise agreed in writing, is exclusive of:

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