Liquidation of Investments. The Escrow Agent shall liquidate any investments in the Escrow Fund necessary to provide funds in order to make any payments required by this Escrow Agreement in accordance with written instructions given to it by Seller with regard to the priority of investments to be so liquidated. If Seller fails to give the Escrow Agent such written instructions, the Escrow Agent shall use its discretion in liquidating sufficient investments to pay any amounts due hereunder in a timely manner.
Liquidation of Investments. Unless otherwise directed by notice executed by Seller and Buyer, all payments required by Section 2 shall be made in cash by means of wire or interbank transfer in immediately available funds. When necessary to provide funds in order to make any payments required by Section 2, Escrow Agent shall liquidate any investments held by it as it may, in its sole and absolute discretion, determine to be necessary to make such
Liquidation of Investments. If Trustee receives no instructions from Grantor for the liquidation of assets pursuant to Section 4.6, Trustee shall liquidate the Trust Fund in the following order, liquidating the entire amount of each class of funds before liquidating additional funds from the next class sufficient to make a distribution:
Liquidation of Investments. If necessary to satisfy any distributions under this Agreement the Escrow Agent may sell or liquidate, in its sole discretion, any one or more investments prior to maturity and the Escrow Agent shall not be liable to Seller or to Buyer for any loss or penalties resulting from or relating to such sale or liquidation; provided that the payee may (i) extend any payment period in this Section 6 in order to avoid any loss of income or principal from a premature liquidation of an escrow investment and/or (ii) opt in writing to receive securities from the Escrow Account rather than immediately available funds.
Liquidation of Investments. At the direction of the Company or any Investment Manager, the Trustee shall sell or liquidate such investments of the Funds as may be specified. The proceeds of any such sale or liquidation shall be credited pro rata to the Fund or Funds to which such investments were credited prior to such sale or liquidation.
Liquidation of Investments. The Fund intends that the Fund will hold its investment in the Company, and the Company will hold its investment in the Project, for at least 10 years following the final closing of investor subscriptions to the Fund subject to commercial, tax and other determinations made by the Manager that may result in the earlier sale or exchange of the Project or other Qualified Property. As noted above, an early sale by the Fund or the Company may trigger gain that will flow-through to the Members potentially ending the deferral of gains if occurring prior to December 31, 2026, and possibly impacting the amount of gain ultimately excludable by the Member after 10 years. Once this 10-year period has been completed, the Fund intends to adopt a plan of liquidation and dispose of its investment pursuant to that plan, but, notably, the Fund reserves the right to hold all or some of the assets until December 31, 2047 and will defer to the Manager’s sole and absolute discretion. Gains from the liquidation of the Project generally will be treated in the same manner as gains from the sale or disposition of the Member’s interests in the Fund, thus allowing Members that have elected to treat their investment as a Opportunity Fund investment to make the election described above to exclude from taxable income the gains that they recognize from the Fund. Subscribers are urged to consult with their tax advisors regarding all aspects of making a potential Opportunity Zone investment in the Fund. EXHIBIT F
Liquidation of Investments. Cash Transfers”), (2) the financing sources for Xxxxxx’s debt financing have confirmed that the debt financing will be funded in accordance with the terms thereof at the closing of the merger (assuming the substantially concurrent funding of the equity financing under the common stock purchase agreements with the existing Denali stockholder investors and the availability of the target amount of cash on hand to be made available by each of EMC and Denali), and (3) Denali and Dell do not make available the amount of cash on hand to be made available by Denali for the purpose of financing the transactions contemplated by the merger agreement (see “The Merger Agreement—Denali Cash on Hand”), then the reverse termination fee payable by Dell shall instead be $6 billion; or • the merger agreement is terminated by Denali where the merger was not completed by the outside date in circumstances where EMC could have terminated the agreement due to a breach of covenants by Denali, Dell or Merger Sub or due to a breach of the representations and warranties of Denali, Dell or Merger Sub related to the financing of the transactions contemplated by the merger agreement or the Class V Common Stock. For example, Xxxxxx would be obligated to pay the reverse termination fee to EMC as required by the second bullet immediately above if the merger agreement is terminated by EMC because Denali and Merger Sub fail to complete the closing as required by the merger agreement solely as a result of Denali’s failure to obtain its debt financing. Common Stock Purchase Agreements (See page 279) Concurrently with the execution of the merger agreement, Xxxxxx entered into common stock purchase agreements, referred to as the common stock purchase agreements, with (1) Silver Lake Partners III, L.P. and Silver Lake Partners IV, L.P., referred to as the SLP investors, (2) Xxxxxxx X. Xxxx and the Xxxxx Xxxxxxxxx Dell Separate Property Trust, referred to as the MD investors, (3) MSDC Denali Investors, L.P. and MSDC Denali EIV, LLC, referred to as the MSD Partners investors and, together with the MD investors and the SLP investors, the existing Denali stockholder investors, and
Liquidation of Investments. The Trust Committee as Trustee of the Fund may at any time and from time to time, by vote of a majority of its members, liquidate any investment and re-invest the proceeds.”
Liquidation of Investments. If any investments of the Account are to be liquidated for administra- tive purposes (for example, to pay Benefits, fees, expenses or taxes) and we do not receive timely directions from the person with investment respon- sibility for the Account, we will liquidate the investments in the fol- lowing order:
Liquidation of Investments. Target and each Subsidiary shall, and Principals shall cause Target and each Subsidiary to, liquidate or otherwise divest from all available-for-sale securities prior to the Closing.
