Distribution to Sellers Sample Clauses

Distribution to Sellers. At or prior to Closing, the Companies intend to make a direct or indirect distribution to the Sellers of certain assets which are owned by the Companies (including but not limited to brokerage accounts, certain subsidiaries (the "Excluded Assets") and certain investments). Schedule 2.9 lists the assets that will be distributed to the Sellers with their respective values immediately prior to the distribution. The parties shall report and file all Tax Returns consistent with such values. The Properties, the Along-side Interests purchased pursuant to Section 2.8, the Certificate of Deposit with Community National Bank for $25,000 related to the road repair Letter of Credit, the Certificate of Deposit for $75,000 with Community National Bank related to the Xxxxxx Operating LLC drilling permit Letter of Credit, the Certificate of Deposit with Community National Bank for $50,000 related to Xxxxxx Operating LLC's Railroad Commission permits, the pipe inventory shown on Schedule 2.4(b), approximately 482 acres owned by Xxxxxx Surface Estates LLC and the payment for the Xxxxxxxx Properties, if the preferential right of purchase is exercised, will be retained by the Companies.
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Distribution to Sellers. The total amount of the Distribution to the Sellers at the Closing will be such as to leave a Closing Surplus of $25 million, which will include AARe’s investment in SANV. The assets are to be distributed to the Sellers in the following order: Firstly, any remaining balances due to/from affiliates; Secondly, any net deferred tax asset, to the extent admitted; Thirdly, Common Stocks except for AARe’s investment in SANV and; Fourthly, Cash and short term investments.
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Distribution to Sellers. The total amount of the distribution to the Sellers at the Closing will be such as to leave a Closing Surplus of the Euro equivalent of $5 million. Assets are to be distributed to the Sellers in the following order: Firstly, any remaining balances due to/from affiliates; Secondly, any net deferred tax asset, to the extent admitted; Thirdly, Common Stocks; and Fourthly, Cash and short term investments. Exhibit B Methodology for calculating Reserves in respect of Acquired Liabilities
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Distribution to Sellers. Monroe and/or Noble acknowledge that there will be a distribution to Sellers, in the amount of One Million One Hundred Twenty-Four Thousand One Hundred Six and 70/100 Dollars ($1,124,106.70) ("Sum"), subsequent to the date of this Agreement. This Sum represents the total accrued Subchapter "S" Distribution to which Sellers were entitled from 1995.
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Distribution to Sellers. Upon termination of the Escrow Agreement at the time specified in paragraph 4(a), the Escrow Agent shall distribute any remaining amounts pro rata to the Sellers of the shares of Common Stock less one-half of the fees, costs and expenses of the Escrow Agent.
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Distribution to Sellers. Upon the nine (9) month anniversary of the Closing Date (the “Release Date”), the Escrow Agent shall release the Escrow Amount from Escrow to Seller Parent, on behalf of the Sellers, less (i) any amounts delivered to the Purchasers to which the Purchasers are entitled pursuant to Article IX of the Purchase Agreement and (ii) any amounts withheld with respect to any pending but unresolved claims described in a certificate of the Purchasers delivered to the Escrow Agent in which the Purchasers certify that such pending claim was properly made pursuant to Article IX of the Purchase Agreement; provided that upon the resolution of the claim pursuant to the procedures described in Section 2(c) below and subject to the terms of this Agreement, the Escrow Agent shall promptly distribute the remaining Escrow Amount to the Purchaser Parent or the Seller Parent, as applicable. In addition to the foregoing, any interest and other income paid on the Escrow Amount shall be paid promptly after the receipt thereof by the Escrow Agent, to the Seller Parent or the Purchasers, in such proportion as the Escrow Amount is paid out to the Seller Parent or the Purchasers, respectively.
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Distribution to Sellers. Any Contingent Payment to be made to Sellers shall be distributed in accordance with Schedule 2.2.5. To the extent that any payment made to Buyer out of the Escrow Account (as defined in the AGE Purchase Agreement) in connection with a New Jersey Claim (as defined in the side letter of even date herewith between Buyers, Sellers and AGE and AGE Florida) exceeds $397,000.00, such amount which shall be subtracted from the portion of the Contingent Payment payable to Ben Xxxxxxxx xxx paid to the other Sellers in accordance with the following percentages: Jamex Xxxxx (00.19%), Dave Xxxxx (00.33%) and Rockx X'Xxxxxxxxx (00.48%) rather than in accordance with Schedule 2.2.5; provided however that Wellx-Xxxxxxx xxxll have a right of set-off against such amount.
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Distribution to Sellers. Upon receipt of any funds pursuant to Section 2.05(g), Section 2.05(h) or Section 2.05(i), the Sellers’ Representative shall distribute or cause to be distributed the portion of such funds to which any Seller is entitled, if any, to such Seller in accordance with such Seller’s Pro Rata Percentage, not later than five (5) Business Days from the date of receipt.
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Related to Distribution to Sellers

  • Distribution to ADS Holders Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional Shares, the Company shall give notice thereof to the Depositary at least 60 days prior to the proposed distribution stating whether or not it wishes such rights to be made available to Holders of ADSs. Upon timely receipt of a notice indicating that the Company wishes such rights to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall determine, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to Holders only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof and (iii) the Depositary shall have determined that such distribution of rights is lawful and reasonably practicable. In the event any of the conditions set forth above are not satisfied, the Depositary shall proceed with the sale of the rights as contemplated in Section 4.4(b) below or, if timing or market conditions may not permit, do nothing thereby allowing such rights to lapse. In the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date (upon the terms described in Section 4.7 hereof) and establish procedures to distribute such rights (by means of warrants or otherwise) and to enable the Holders to exercise the rights (upon payment of applicable fees and charges of, and expenses incurred by, the Depositary and taxes and/or other governmental charges). Nothing herein shall obligate the Depositary to make available to the Holders a method to exercise such rights to subscribe for Shares (rather than ADSs).

  • Final Distribution on the Certificates If on any Determination Date, the Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.1, at least 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Depositor and the Trustee of the date the Master Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 10th day and no later than the 15th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Master Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Certificate Account to be remitted to the Trustee for deposit in the applicable subaccounts of the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Master Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in the order set forth in Section 4.2 hereof, on the final Distribution Date, in the case of the Certificateholders, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Certificate Balance thereof plus accrued interest thereon in the case of an interest bearing Certificate, and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Holders of each of the Class I-A-R Certificates shall be entitled to all unclaimed funds and other assets of the Trust Fund, held for distribution to such Certificateholders, which remain subject hereto.

  • Distributions Statements to Certificateholders 28 Section 4.01. Certificate Account and Special Payments Account......................................28 Section 4.02. Distributions from Certificate Account and Special Payments Account...................29 Section 4.03. Statements to Certificateholders......................................................30 Section 4.04. Investment of Special Payment Moneys..................................................31

  • Distribution to Lenders Upon the Administrative Agent’s receipt of payments hereunder, the Administrative Agent shall immediately distribute to each Lender or the applicable LC Issuer, as the case may be, its ratable share, if any, of the amount of principal, interest, and Fees received by it for the account of such Lender. Payments received by the Administrative Agent in Dollars shall be delivered to the Lenders or the applicable LC Issuer, as the case may be, in Dollars in immediately available funds; provided, however, that if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, Unpaid Drawings, interest and Fees then due hereunder then, except as specifically set forth elsewhere in this Agreement and subject to Section 8.03, such funds shall be applied, first, towards payment of interest and Fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and Fees then due to such parties, and second, towards payment of principal and Unpaid Drawings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and Unpaid Drawings then due to such parties.

  • Residual Distributions If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.

  • Distributions to Shareholders (a) The Trustees shall from time to time distribute ratably among the Shareholders of any class of Shares, or any series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, such proportion of the net profits, surplus (including paid-in surplus), capital, or assets held by the Trustees as they may deem proper or as may otherwise be determined in accordance with this Declaration. Any such distribution may be made in cash or property (including without limitation any type of obligations of the Trust or any assets thereof) or Shares of any class or series or any combination thereof, and the Trustees may distribute ratably among the Shareholders of any class of shares or series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, additional Shares of any class or series in such manner, at such times, and on such terms as the Trustees may deem proper or as may otherwise be determined in accordance with this Declaration.

  • Deemed Distribution and Recontribution Notwithstanding any other provision of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and taken such property subject to all such liabilities.

  • Deemed Contribution and Distribution Notwithstanding any other provision of this Article 13, in the event that the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Partnership Units to the Partners in the new partnership in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing in this Section 13.3 shall be deemed to have constituted a Transfer to an Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 or Section 13.3 hereof.

  • Distributions and Reports to Certificateholders Distributions shall be made to, and reports shall be provided to, Certificateholders as set forth in the applicable Supplement.

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