Examples of Greenstone in a sentence
Other than as set out in the Credit Agreement, Greenstone LPA and Side Letter, (a) there is no requirement for the Company to make any filing with, give any notice to or obtain any Authorization of, any Governmental Body as a condition to the lawful consummation of the transactions contemplated by this Agreement, and (b) no consents or approvals are required to be obtained by the Company in connection with the sale or transfer of the Purchased Shares.
The Purchaser agrees that it shall also promptly provide the Sellers Representative with a statement of all such Greenstone Distributions which relate to the Seller Period.
The Sellers hereby covenant and agree that they will be responsible for all Taxes in respect of such Greenstone Distributions which relate to the Seller Period and which have been delivered to the Seller Representative under this Section 11.5, including any Taxes payable by the Company to the extent that the Greenstone Distributions which have been delivered to the Seller Representative under this Section 11.5 are connected to income allocated by Greenstone to the Company.
The Sellers hereby covenant and agree that they will be responsible for all Taxes in respect of its Pro Rata Portion of such Greenstone Distributions, including any Taxes payable by the Company to the extent that its Pro Rata Portion of such Greenstone Distributions are connected to income allocated by Greenstone to the Company.
For illustrative purposes of the foregoing and the definitions of “Purchaser Period Distributions” and “Seller Period Distributions”, if (i) the Purchaser Period commences on May 1, 2024, (ii) Closing occurs on June 10, 2024, and (iii) a Greenstone Distribution of $100 is made to the Company on July 25, 2024 in respect of the second fiscal quarter, then the Purchaser would be entitled to $66.66 of such Greenstone Distribution and the Sellers would be entitled to $33.33 of such Greenstone Distribution.
The Parties acknowledge and agree that, when required pursuant to the Greenstone LPA, Greenstone Distributions from Greenstone to the Company are to occur quarterly in arrears (and in particular, within 45 days of the end of any such quarter) and as a result, the Company may receive Greenstone Distributions after Closing which relate to the Seller Period.
As of the date of this Agreement, no amount is due from the Company in respect of the Centerra Payments (as defined in the Greenstone LPA) and other than pursuant to the Centerra Assignment Agreement, the Company has not assigned its rights or obligations under the Centerra Purchase Agreement.
The Parties agree that any such distributions which related to the Seller Period shall accrue to the benefit of the Sellers and if the Purchaser receives such Greenstone Distributions which relate to the Seller Period, the Purchaser agrees to hold such Greenstone Distributions which relate to the Seller Period for the benefit of the Sellers and to deliver such amounts to the Sellers Representative (or as the Sellers Representative directs) within three Business Days of receipt of such amounts.
Other than as set out in the Credit Agreement, Greenstone LPA and Side Letter, (a) there is no requirement for such Seller to make any filing with, give any notice to or obtain any Authorization of, any Governmental Body as a condition to the lawful consummation of the transactions contemplated by this Agreement, and (b) no consents or approvals are required to be obtained by such Seller in connection with the sale or transfer of the Purchased Shares.
To the extent that Greenstone Distributions relate to a time period that occurred partially during the Seller Period, the Parties agree that the Pro Rata Portion of such Greenstone Distributions shall accrue to the benefit of the Sellers and constitute Seller Period Distributions.