Deferred Consideration Right definition

Deferred Consideration Right with respect to each Interest means the right to receive the Reserve Amount less all amounts used to satisfy the current liabilities of the Merged Partnership ("Liabilities Claims") and any amounts paid or subject to claims of the Surviving Partnership by reason of a material breach or material misrepresentation of any representations, warranties, covenants or agreements of the Merged Partnership which survive Closing (but only during the period of such survival) ("Indemnity Claims") multiplied by the percentage interest of the Interest in the Merged Partnership . As of the Effective Time, all Interests in the Merged Partnership shall cease to be outstanding and shall be canceled and each holder of an Interest shall, by virtue of the Merger, cease to have any rights with respect to the Merged Partnership or the Interests therein except the rights to receive the Conversion Price and the Deferred Consideration Rights with respect thereto, or the right, if any, to receive payment from the Surviving Partnership of cash equal to the fair value of his Interest in the Merged Partnership as provided in Section 121-1102 of the New York Law. The Surviving Partnership hereby agrees to comply, at its expense, with all payment and all other substantive and procedural obligations and requirements which must be complied with respect to Dissenting Partners, including, without limitation, Section 121-1102 of the New York Law. Notwithstanding anything to the contrary contained in this Agreement, (i) if and to the extent that the amount required to be paid to any Dissenting Partner exceeds the portion (the "Dissenting Partner Portion") of the Conversion Price which would have been paid to such partner of the Merged Partnership if such partner was not a Dissenting Partner, such excess amount shall be paid by the Surviving Partnership in addition to the Consideration, (ii) the Dissenting Partner Portion paid by the Surviving Partnership to Dissenting Partners shall be credited against the Conversion Price and (iii) in the event that the holders of more than 10% of the Interests are Dissenting Partners, the Surviving Partnership shall have the right to terminate this Agreement by giving written notice thereof to the Merged Partnership within ten (10) days after the Surviving Partnership receives notification thereof.
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Deferred Consideration Right means the right to receive the Reserve Amount less all amounts used to satisfy the current liabilities of the Company ("LIABILITIES CLAIMS") and any amounts paid or subject to claims of Home Properties by reason of a material breach or material misrepresentation of any representations, warranties, covenants or agreements of the Company which survive Closing (but only during the period of such survival) ("INDEMNITY CLAIMS").
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Examples of Deferred Consideration Right in a sentence

  • At the Effec▇▇▇▇ ▇▇▇▇ ▇▇ch of the outstanding interests in the Merged Partnership (the "Interests") shall automatically, by operation of law and without any action by the holders thereof, be converted into the right to receive the Conversion Price and the Deferred Consideration Right as provided below.

  • At the Effective Time each of the outstanding interests in the Merged Partnership (the "Interests") shall automatically, by operation of law and without any action by the holders thereof, be converted into the right to receive the Conversion Price and the Deferred Consideration Right as provided below.

  • At the Effe▇▇▇▇▇ ▇▇▇▇ ▇ach of the outstanding interests in the Merged Partnership (the "Interests") shall automatically, by operation of law and without any action by the holders thereof, be converted into the right to receive the Conversion Price and the Deferred Consideration Right as provided below.

  • At the Eff▇▇▇▇▇▇ ▇▇▇▇ each of the outstanding interests in the Merged Partnership and the General Partnership Interest (the "Interests") shall automatically, by operation of law and without any action by the holders thereof, be converted into the right to receive the Conversion Price and the Deferred Consideration Right as provided below.

  • At the Effectiv▇ ▇▇▇▇ ▇▇▇▇ of the outstanding interests in the Merged Partnership (the "Interests") shall automatically, by operation of law and without any action by the holders thereof, be converted into the right to receive the Conversion Price and the Deferred Consideration Right as provided below.