Units Delivered at Closing Sample Clauses

Units Delivered at Closing. Subject to the terms and conditions of this Agreement, in exchange for the contribution of all of the Interests listed on Exhibit B as being owned by the Contributors, the Operating Partnership shall transfer to each Contributor, and upon execution and delivery of the Partnership Agreement (as defined below) by such Contributor, such Contributor shall receive, at the Closing, a number of units of limited partnership interest in the Operating Partnership (“Units”) (rounded to the nearest whole Unit) equal to (i) the applicable percentage listed opposite Contributor’s name on Exhibit B hereto times (ii) 315,217 Units, in a transaction intended to qualify for non-recognition of gain to such Contributor pursuant to Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”). The rights of a holder of Units as of the Closing will be set forth in the First Amended and Restated Agreement of Limited Partnership of The GC Net Lease REIT Operating Partnership, L.P. (the “Partnership Agreement”). Each Contributor acknowledges and agrees that, with respect to the Interest in Emporia Partners owned by such Contributor as listed on Exhibit B hereto, receipt of the Units in exchange for such Interest shall constitute receipt of fair value (which aggregate value for all of the Interests has been determined by the parties to be $3,152,174, the “Agreed Value”) in exchange for such Contributor’s Interest in Emporia Partners as of the Closing Date, and the Agreed Value deemed contributed to the Operating Partnership by each Contributor, which Agreed Value will be recorded on the Operating Partnership’s books and records, shall be equal to the applicable percentage listed opposite such Contributor’s name on Exhibit B hereto times the Agreed Value.
Sample 1See All (6)
AutoNDA by SimpleDocs
Units Delivered at Closing. Subject to the terms and conditions of this Agreement, in exchange for the contribution of the Property and for the assumption of the Assumed Liabilities, the Operating Partnership shall issue to the Contributor, and upon execution and delivery of the Limited Partner Acceptance (as defined below) by the Contributor, the Contributor shall receive, at the Closing, a number of Units (rounded to the nearest whole Unit) equal to the Contribution Unit Amount (as defined on Exhibit B), in a transaction intended to qualify for nonrecognition of gain to the Contributor pursuant to Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”). The rights of holders of the Units as of the Closing will be set forth in the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, in substantially the form attached hereto as Exhibit C, with such changes as may be proposed by the Operating Partnership and not materially adversely affecting the Contributor (the “Partnership Agreement”). The Contributor acknowledges and agrees that, with respect to the Property, receipt of the Units in exchange for such Property shall constitute receipt of the fair value of the Contributor’s interest in such Property as of the Closing Date.
Sample 1Sample 2Sample 3
Units Delivered at Closing. In exchange for the contribution of the Interests and upon execution and delivery of the Operating Partnership Agreement by Contributors, Contributors collectively shall receive, at the Closing, an aggregate number of Units equal to (i) $417,200.00 divided by (ii) the midpoint of the price range for shares of beneficial interest in the REIT as set forth in the REIT's final preliminary prospectus (the "Final Preliminary Prospectus") related to the IPO, rounded up to the nearest whole Unit. The rights of holders of the Units as of the Closing will be as set forth in the Operating Partnership Agreement.
Sample 1
Units Delivered at Closing. In exchange for the contribution of the Contributed Property and upon execution and delivery of the Partnership Agreement (as defined below) by Contributors, Contributors shall receive, at the Closing, a number of Class E Units in Xxxx (rounded to the nearest whole number) equal to (i) the difference of (A) the Contribution Value (as defined in the Acquisition Agreement), less (B) any third-party debt and other obligations assumed (or taken subject to), divided by the Closing Value (the "Units"). For purposes of this Agreement, the "Closing Value" shall mean the average closing price of a share of common stock of CRC (the "Common Stock") for the ten (10) day trading period ending on the date that is five (5) business days immediately preceding the Closing Date. Each Contributor shall be entitled to receive the proportionate number of Units as set forth in Schedule 1 hereto.
Sample 1
Units Delivered at Closing. In exchange for the contribution of the Property and upon execution and delivery of the Letter of Direction (as defined below) by the Partnership and of the Operating Partnership Agreement by Contributors, the Partnership shall receive on behalf of Contributors, at the Closing, an aggregate number of Units equal to (i) $666,400 (the "Aggregate Amount") divided by (ii) the midpoint of the price range for shares of beneficial interest in the REIT as set forth in the REIT's final preliminary prospectus (the "Final Preliminary Prospectus") related to the IPO, rounded up to the nearest whole Unit. The rights of holders of the Units as of the Closing will be as set forth in the Operating Partnership Agreement.
Sample 1

Related to Units Delivered at Closing

  • Forward Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • Further Assurances and Post-Closing Conditions (a) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents.

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

  • FPS Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Company Closing Conditions The Company’s obligation to consummate the transaction hereunder at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company:

  • Pre-Closing Deliveries At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer (a) a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) the Company’s good faith estimate of the Closing Cash Amount (the “Estimated Closing Cash Amount”) and the Closing Debt Amount (the “Estimated Closing Debt Amount”), (ii) the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (iii) the Company’s good faith estimate of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (iv) the Company’s good faith estimates of the Initial Merger Consideration, the UAR Payment Amount, the Per Interest Payment Amount (the “Estimated Per Interest Payment Amount”) and the Closing Date Company Unit Consideration; and (b) the Company’s good faith draft of the Distribution Waterfall, which shall be prepared in accordance with the Company LLC Agreement and the UAR Plans. The Estimated Closing Statement shall be prepared in accordance with this Agreement and include reasonable supporting detail of each of the calculations contained therein. Prior to the Closing, and following the delivery of the Estimated Closing Statement by the Company to Buyer, the Company shall consider in good faith any comments to the Estimated Closing Statement reasonably proposed by Buyer and may, in its sole discretion, determine whether to reflect any or all of such comments therein; provided that the Closing shall not be delayed in respect of any such comments proposed by Buyer and in no event shall the proposal of such comments or the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer as to any of the estimated amounts set forth in such Estimated Closing Statement, and in no way shall the delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a waiver by Buyer of its rights under Section 3.6. Notwithstanding anything to the contrary herein, the parties acknowledge and agree, and each Pre-Closing Holder shall acknowledge and agree in such Pre-Closing Holder’s Letter of Transmittal, if applicable, that Buyer shall be entitled to rely on the Company’s calculation of the Closing Date Company Unit Consideration, the Distribution Waterfall and the Estimated Per Interest Payment Amount or UAR Payment Amount payable with respect to each Pre-Closing Holder set forth in the Estimated Closing Statement, as setting forth a true, complete and accurate listing of all items set forth therein and a true, complete and accurate calculation of the amounts to which such Pre-Closing Holders are entitled pursuant to the Company LLC Agreement and the UAR Plans, as in effect as of immediately prior to the Effective Time, in connection with the transactions contemplated by this Agreement, and in no event shall Buyer or any of its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) have any liability to the Pre-Closing Holders or to any other Person for the calculation or allocation of any item or amount set forth therein.

  • Seller’s Deliveries at Closing At the Closing, Seller will deliver or cause to be delivered to Buyer:

Time is Money Join Law Insider Premium to draft better contracts faster.