Subsequent Settlement Clause Samples
The Subsequent Settlement clause defines how parties will handle the resolution of outstanding issues or obligations that arise after the initial agreement has been executed. Typically, this clause outlines procedures for addressing matters such as additional payments, delivery of documents, or fulfillment of conditions that were not completed at closing. For example, if certain information or assets are discovered post-closing, the clause may specify timelines and responsibilities for settling these items. Its core practical function is to ensure that any unresolved matters are dealt with efficiently and fairly, reducing the risk of future disputes and providing a clear framework for post-agreement obligations.
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Subsequent Settlement. If mutually agreed upon by the Parties, on or before the date specified in such agreement, HUD shall deliver to Purchaser a list of the Mortgage Loans acquired by HUD from the Prior Servicer for any Subsequent Settlement Date (the ―Subsequent Assets‖). The list shall include for each such Mortgage Loan on such list, the information set forth on Exhibit C hereto. On the Subsequent Settlement Date, the list of Subsequent Assets shall be attached as Supplement No. 2 to Schedule I. Purchaser shall purchase the Subsequent Assets for an amount equal to the Aggregate Sales Price of such Subsequent Assets. On the Subsequent Settlement Date, the Settlement Date Payment shall be an amount equal to the amount set forth on the Settlement Statement for the Subsequent Assets. The aggregate positive escrow and suspense balances for the Subsequent Assets shall be subtracted from the Aggregate Sales Price to determine the net amount due as the Settlement Date Payment. The Settlement Date Payment is to be wired on the Subsequent Settlement Date prior to 2:00 p.m. ET to the account identified below: R & T Number ▇▇▇▇▇▇▇▇▇ Bank FHLB ATL City/State Atlanta, GA To Credit FHA Single Family Account Account Number ▇▇▇▇▇▇▇▇ Upon receipt of the Settlement Date Payment by HUD, HUD shall be deemed to have sold and conveyed to Purchaser, as of the applicable Claim Date for each Mortgage Loan, the Subsequent Assets identified as being purchased on Supplement No. 2 to Schedule I. On or before the date agreed upon by the parties, HUD shall deliver to Purchaser a Settlement Statement in the form of Exhibit E-3 for the Subsequent Settlement Date and Supplement No. 2 to Schedule I for all of the Subsequent Assets to be conveyed on the Subsequent Settlement Date.
Subsequent Settlement. Each date of the settlements referred to in Clause 2.2 is called the “Subsequent Settlement Date”. On or before each Settlement Date and as a commercial arrangement between the Parties hereto, the Purchaser shall settle the respective tranche of the unpaid Balance Purchase Price either by cash payment or by the combination of cash payment and SIAF shares or by SIAF shares alone. In this respect of payment by SIAF shares, the Purchaser shall transfer or cause to be transferred SIAF’s shares to the Vendor and/or his nominee(s) as the Vendor shall direct and shall deliver the corresponding share certificates to the Vendor.
Subsequent Settlement. (a) On the Second Settlement Date, if the Settlement Number is positive, GS&Co. shall deliver to the Company a number of shares of Common Stock equal to the Settlement Number.
(b) In the event that the Settlement Number is negative, the Settlement Period and the Final Cash Settlement Amount shall be determined as follows: Commencing on the second Trading Day immediately following the Pricing Period Termination Date, GS&Co. will purchase a number of shares of Common Stock equal to the absolute value of the Settlement Number and, at the conclusion of such purchases, GS&Co. shall notify the Company of the completion of the Settlement Period and the Final Cash Settlement Amount. GS&Co. shall use commercially reasonable efforts in good faith to effect such purchases of Common Stock in a manner that would comply with the limitations set forth in clauses (b)(2), (b)(3), (b)(4) and (c) of Rule 10b-18 as if such rule were applicable to such purchases.
(c) If the Settlement Number is negative and a valid Share Settlement Election Notice has not been delivered to GS&Co. by the Trading Day immediately following the Pricing Period Termination Date, the Company shall pay to GS&Co. the Final Cash Settlement Amount on the Second Settlement Date.
(d) By providing to GS&Co. notice in writing (the “Share Settlement Election Notice”) of such election no later than one Trading Day immediately following the Pricing Period Termination Date, the Company may elect, in lieu of payment of the Final Cash Settlement Amount, to deliver to GS&Co., on one or more Staggered Share Settlement Dates (as specified below), the number of shares of Common Stock (the “Share Settlement Number”) that GS&Co., using commercially reasonable efforts, must sell in order to realize the Final Cash Settlement Amount during the Share Sale Period, subject to the following provisos:
(i) The Company’s election to deliver such shares pursuant to this paragraph (d) shall not be valid and cash settlement shall apply if the representation made by the Company to GS&Co. in Section XVII(e) is not true and correct as of the date the Company makes such election, as if made on such date;
(ii) Settlement of shares of Common Stock to be delivered by the Company to GS&Co. pursuant to this paragraph (d), up to the Share Settlement Number, shall occur on the second Trading Day immediately following notification by GS&Co. that such shares have been sold by GS&Co. during the Share Sale Period pursuant to this paragraph (d) (ea...
Subsequent Settlement. (a) The Parties agree that, on July 31, 2010,
(i) Company shall pay to Manager, or Manager shall pay to Company, as applicable, such amount as shall be required to be paid in order to cause the Incentive Fee to be based on the Company’s actual cash cost of producing a tonne of concentrate in the first two quarters of calendar year 2010 compared to the budget expectation for that period, calculated in accordance with the methodology set forth in Schedule A hereto, and
(ii) Company shall pay to Manager Reimbursable Expenses not previously paid and to the extent documented in accordance with past practice. Manager and Company will concurrently provide for positive or negative adjustments, as the case may be, for estimated Reimbursable Expenses from any previous month to reflect actual amounts incurred, as previously contemplated by Section 4.3(b) of the MSA and in accordance with past practice. The payments referenced in this Section 1.2(a) shall be set off against each other, so that only one net payment shall be made pursuant to this Section 1.2(a) between Company and Manager.
(b) Manager shall present to Company its calculation of the payments due from Company and from Manager, together with the calculation of the net payment due, pursuant to Section 1.2(a) on or before July 20. Company shall deliver to Manager within seven days of receipt of the calculations a notice stating that it agrees with the calculations or setting forth, in reasonable detail, any dispute as to the calculations and the basis for such dispute. A notice of Company setting forth a dispute as to the calculations shall be deemed a Dispute Notice, and Company and Manager shall proceed to resolve such dispute in accordance with Sections 4.4(g) and (h) of the MSA. If Company delivers a Dispute Notice, no payments pursuant to Section 1.2 shall be made until the amounts of such payments have been agreed by Company and Manager or resolved as set forth herein.
Subsequent Settlement. If, due to a capital increase, the Seller shall acquire additional shares in Prazska Energetika, Stredoceska Energeticka, Vychodoceska Energetika, Severoceska Energetika, Zapadoceska Energetika, Jihoceska Energetika, Jihomoravska Energetika or Severomoravska E▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ accept a tender offer of the Seller within 30 days of receipt and purchase such additional shares from the Seller for a purchase price determined pursuant to this Agreement payable on the relevant quantity of such additional shares on terms and conditions similar to those contained herein.