Preliminary Payment if eligible, the Insured can receive a preliminary payment.
Preliminary Payment. Subject to the terms and conditions hereof, by no later than 12:00 p.m. on the Closing Date, Seller shall wire transfer to Purchaser immediately available funds equal to: (i) the sum of (A) the amount of the Assumed Deposits (including accrued and unpaid interest thereon) reflected on the preliminary closing statement; (B) the amount of all accrued and unpaid expenses reflected as a liability on the preliminary closing statement; and (C) the aggregate of all prepaid safe deposit rental payments prorated to the Effective Time; less (ii) an amount equal to the sum of: (A) 12.07% of the Assumed Deposits based upon an estimated 30-day average prior September 12, 1997; (B) the amount of cash on hand at the Branches as reflected on the preliminary closing statement; (C) the sum of $125,000, representing the Agreed Value of all furniture, fixtures, and equipment constituting part of the Assets; (D) the Agreed Value of the Owned Real Estate and the Leased Real Estate; (E) the amount of all prepaid expenses of Seller as reflected as an asset on the preliminary closing statement; (F) the Net Book Value of all Loans, plus accrued and unpaid interest thereon as reflected on the preliminary closing statement; and (G) the amount of estimated sales taxes, if any, to be paid by Purchaser in connection with the transaction contemplated hereby.
Preliminary Payment. Buyer shall have received the Preliminary Payment as provided in Section 3.3(a);
Preliminary Payment. The term "Preliminary Payment" shall have the meaning set forth in Section 4.1.
Preliminary Payment. Within three business days of the execution of this Term Sheet, Investor shall pay, in cash by wire transfer of immediately available funds to an account designated in writing by the Company, $500,000 (the “Preliminary Payment”). a. Upon execution of the Investment Agreeement, the amount of the Preliminary Payment shall be credited toward the payment due to the Company from the Investor for the Acquired Shares at the Acquired Shares Closing.
Preliminary Payment. Within three business days of the execution of this Term Sheet, Investor shall pay, in cash by wire transfer of immediately available funds to an account designated in writing by the Company, $500,000 (the “Preliminary Payment”). a. Upon execution of the Investment Agreeement, the amount of the Preliminary Payment shall be credited toward the payment due to the Company from the Investor for the Acquired Shares at the Acquired Shares Closing. b. In the event an Investment Agreement is not executed between the Company and the Investor, the Company shall, within five business days of the termination of the Exclusivity Period, as defined herein, or upon written notice from the Investor that it does not wish to enter into an Investment Agreement, whichever occurs first, issue 3,125,000 Common Shares (the “Preliminary Shares”) to the Investor. c. If Preliminary Shares are issued to the Investor, the Parties agree to negotiate in good faith a registration rights agreement with respect to such Preliminary Shares. The Company represents and warrants to the Investor that the Preliminary Shares, if and when issued and delivered to the Investor, will be duly authorized, validly issued, fully paid and nonassessable and the issuance of the Preliminary Shares will not be subject to any preemptive or similar rights. 4835-5764-1544.v1 4835-5764-1544 Exclusivity: Upon execution of this Term Sheet, and until the earlier of the Acquired Shares Closing or 90 days after the execution of this Term Sheet (the “Exclusivity Period”), the Company will not (and it will cause representatives and affiliates not to), directly or indirectly, (i) submit, solicit, initiate, encourage or discuss any proposal or offer from any person or entity or enter into any agreement, arrangement or understanding or accept any offer relating to or consummate any (A) reorganization, liquidation, dissolution or recapitalization of the Company, (B) merger, consolidation or acquisition involving the Company, (C) sale of any assets of the Company outside the ordinary course of business or any sale of capital stock or other equity interests in the Company or (D) similar transaction or business combination involving the Company or its business or material assets or (ii) furnish any information with respect to or facilitate in any other manner any effort or attempt by any person or entity (other than the Investor) to do any of the foregoing. Investment Agreement Conditions Precedent: The Acquired Shares Closing ...
Preliminary Payment. The “Preliminary Purchase Price” shall be the amount notified by Sellers to Purchaser not later than three Business Days after the Closing Conditions have been satisfied or waived, such amount to be equal to Sellers’ Representative’s reasonable estimate of the Purchase Price as of the Closing Date. The notification will include estimates of each of the components of the Purchase Price set out in Sections 4.1.1(a), (b) and (c) and will also include a schedule of any amounts that will be payable at Closing pursuant to Sections 3.2.3, 3.3.5 and 3.4.2.
Preliminary Payment. If a Tax case is still open, but the Tax payment has to be made before the Tax has become finally binding (formell und materiell bestandskräftig), the indemnification payment of the Seller shall be treated as an advance indemnification payment to the Purchaser. If a lower Tax than already indemnified is assessed, the difference shall be reimbursed by the Purchaser to the Seller not later than ten (10) Business Days after the difference has been refunded by the Tax authorities (including by way of set-off, deduction or consumption). The Purchaser shall, and shall procure that the Acquired Company or respective Subsidiary will promptly notify the Seller in writing about such lower tax assessment or Tax refunds or benefits. The Seller shall be entitled to have, at the Seller’s own expense, a certified accounting firm review whether the Purchaser has fully complied with its notification obligation.
Preliminary Payment. 8 2.7. Proration Amount...............................................10 2.8. Allocation of Base Purchase Price and Deposit..................13 2.9.
Preliminary Payment. 2.6.1. If the Closing for the Stations shall not have occurred prior to such date which is nine (9) months after the date of this Agreement and Buyer shall not have paid to Seller on or prior to such date the amount of Twenty-Six Million Dollars ($26,000,000) (the "Preliminary Payment") pursuant to Section 2.6.3 below, then (a) if the Deposit Release Date shall have occurred, Seller shall immediately receive the Allocable Deposit, (b) Seller shall sell the Stations for Seller's account and benefit on terms and conditions to such buyer or buyers as determined by Seller in its sole and absolute discretion (such a sale is hereinafter referred to as a "Makewell Sale"), and (c) Seller's obligations hereunder to proceed with the sale of the Stations to Buyer shall automatically terminate without further action by the parties. Seller agrees to use commercially reasonable efforts to consummate such Makewell Sale on arm's length terms within four (4) years after the date hereof. If the issuance of the FCC Orders for the Stations is delayed until after the date which is nine (9) months after the date of this Agreement solely due to any issue raised by the FCC or any petitioner concerning any Subject Party, then Seller's right to sell the Stations in a Makewell Sale pursuant to Section 2.6.1 and to receive the Allocable Deposit pursuant to this Section 2.6.1 shall be delayed until the issuance of the FCC Orders for the Stations. In the event of such a delay, if the FCC Application with respect to the Stations shall ultimately be denied by the FCC and such FCC decision shall become final and non-appealable, then Buyer shall have the right to terminate the transactions contemplated herein with respect to the Stations and, if the Deposit Release Date shall have occurred, then Buyer shall receive the Allocable Deposit or, if later, when the Deposit Release Date occurs. If the Closing shall not have occurred on or prior to such date which is nine (9) months after the date of this Agreement due solely to an intentional breach by Seller which caused the conditions set forth in Section 9.2 not to be satisfied, then Seller's right to sell the Stations in a Makewell Sale pursuant to Section 2.6.1 and to receive the Allocable Deposit pursuant to Section 2.6.1 shall be delayed until such breach is cured by Seller.
