Adjustment Payments Sample Clauses
Adjustment Payments. At least annually, and more frequently throughout the year if mutually agreed to by the parties, an adjustment payment shall be made by the appropriate party in order that the payments remitted by LIA to each Fund with respect to the previous fiscal year shall equal the Excess Amount for that Fund.
Adjustment Payments. Within five (5) Business Days following the determination of the applicable Final Amounts Schedule in accordance with this Section 2.07:
(i) to the extent that there is an Initial Closing Amounts Deficit, Interim Closing Amounts Deficit or Final Closing Amounts Deficit, the Sellers shall pay to the Buyer in cash an amount equal to such Initial Closing Amounts Deficit, Interim Closing Amounts Deficit or Final Closing Amounts Deficit, as applicable, by wire transfer of immediately available funds to an account designated by the Buyer. Upon such payment, the Sellers shall be fully released and discharged of any obligation with respect to such Initial Closing Amounts Deficit, Interim Closing Amounts Deficit or Final Closing Amounts Deficit, as the case may be;
(ii) to the extent that there is an Initial Closing Amounts Surplus, Interim Closing Amounts Surplus or Final Closing Amounts Surplus, the Buyer shall pay to the Sellers in cash an amount equal to such Initial Closing Amounts Surplus, Interim Closing Amounts Surplus or Final Closing Amounts Surplus, as applicable, by wire transfer of immediately available funds to an account designated by the Sellers. Upon such payment, the Buyer shall be fully released and discharged of any obligation with respect to such Initial Closing Amounts Surplus, Interim Closing Amounts Surplus or Final Closing Amounts Surplus, as the case may be; and
(iii) any payment made pursuant to this Section 2.07(e) shall include an additional amount of interest on the amount so remitted at a rate per annum equal to the Six-Month Treasury Rate, which additional amount of interest shall accrue from and after the first calendar day after the applicable Closing Date until the date of payment.
Adjustment Payments. (a) On the Adjustment Date, if the aggregate Collateral Excess Amounts exceed the aggregate Collateral Shortfall Amounts, ML III shall, on the Adjustment Date, pay or cause to be paid, in immediately available funds, the amount of such excess to AIG-FP.
(b) On the Adjustment Date, if the aggregate Collateral Shortfall Amounts exceed the aggregate Collateral Excess Amounts, AIG-FP shall pay, in immediately available funds, the amount of such excess to ML III for credit to the Collateral Account.
(c) To the extent ML III has received amounts by means of set-off credit to the amounts otherwise payable by ML III to the Counterparties, or otherwise has collected fixed amount payments accrued prior to the Trade Date, ML III shall pay such amounts to AIG-FP on the first Payment Date following such collection or set off (to the extent collected or set off by the second day prior to the relevant Notice Date), with such amounts to be determined by ML III, or its designee(s), in consultation with AIG-FP.
Adjustment Payments. Within thirty (30) days after Tenant’s receipt of any tax and Insurance Statement. Tenant shall pay to Landlord the amount of Additional Rent shown on said Tax and Insurance Statement to be due Landlord for the Lease Year last ended. Tenant’s obligation to pay such Additional Rent shall survive the Term. If Tenant’s deposits made pursuant to Section 6.2 above exceed Tenant’s obligation, the excess amount shall be ended against the next installment of Rent coming due, with any balance to be paid directly to Tenant.
Adjustment Payments. If (i) any representation or warranty under Sections 24(a), 24(b), 24(c) or 24(f) is not true and correct as of the date specified therein with respect to any Receivable, or any Receivable encompassed by the representation and warranty in Sections 24(d) or 24(e) is determined not to have been an Eligible Receivable as of the relevant Receivables Contribution Date, (ii) there is a breach of any covenant under Section 26.3(b) with respect to any Receivable or (iii) the Collateral Agent’s security interest in any Receivable is not a continuing first priority perfected security interest at any time as a result of any action taken by, or the failure to take action by, the Company (any Receivable as to which the conditions specified in any of clauses (i), (ii) or (iii) of this Section 29(a) exists is referred to herein as an “Ineligible Receivable”) then, after the earlier (the date on which such earlier event occurs, the “Ineligibility Determination Date”) to occur of the discovery by the Master Servicer of any such event that continues unremedied or receipt by the Company of written notice given by the Master Servicer of any such event that continues unremedied, the Company shall pay to the Company Concentration Account, or, if no Company Concentration Account shall have been established hereunder, a Collection Account, the Adjustment Payment in the amount and manner set forth in Section 29(b).
Adjustment Payments. The net amount of all adjustments to be made under this Article 3 shall be paid on the Closing Date in immediately available funds. All post-closing adjustments shall be made in immediately available funds.
Adjustment Payments. (i) If the Final Oracle Closing Working Capital, as finally determined pursuant to this Section 1.04, is greater than the Estimated Oracle Closing Working Capital, then Newco will, within 5 Business Days after such final determination, pay to Oracle the amount of such excess by the wire transfer of immediately available funds to the bank account designated in writing by Oracle. Any amounts paid pursuant to this Section 1.04(d)(i) shall deemed to have been paid from the collection of receivables that shall have been deemed to have been retained by the applicable Shareholder, and not from the proceeds of any borrowing by Newco or any Subsidiary of Newco.
(ii) If the Final Oracle Closing Working Capital, as finally determined pursuant to this Section 1.04, is less than the Estimated Oracle Closing Working Capital, then Oracle will, within 5 Business Days after such final determination, cause Oracle Lux to pay to Newco the amount of such shortfall by the wire transfer of immediately available funds to the bank account designated in writing by Newco.
(iii) If the Final Sky Closing Working Capital, as finally determined pursuant to this Section 1.04, is greater than the Estimated Sky Closing Working Capital, then Newco will, within 5 Business Days after such final determination, pay to Xxxxxx and Xxxx the amount of such excess (split between Xxxxxx and Iris in proportion to their respective ownership in Newco) by the wire transfer of immediately available funds to the bank account designated in writing by Xxxxxx and Xxxx, respectively. Any amounts paid pursuant to this Section 1.04(d)(iii) shall deemed to have been paid from the collection of receivables that shall have been deemed to have been retained by the applicable Shareholder, and not from the proceeds of any borrowing by Newco or any Subsidiary of Newco.
(iv) If the Final Sky Closing Working Capital, as finally determined pursuant to this Section 1.04, is less than the Estimated Sky Closing Working Capital, then Xxxxxx and Iris will, within 5 Business Days after such final determination, cause Xxxxxx Lux and Xxxx Xxx, as applicable, to pay to Newco the amount of such shortfall (split between Xxxxxx and Xxxx in proportion to their respective ownership in Newco) by the wire transfer of immediately available funds to the bank account designated in writing by Newco.
Adjustment Payments. If, following a Deconsolidation Event, the NewCo Group realizes a Tax Benefit in respect of a compensation deduction allocated to the Parent Group under Section 11(a), NewCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that NewCo or any member of the NewCo Group would have been required to pay and bear (or increases, in cash, the amount of Refund to which NewCo or any member of the NewCo Group would have been entitled) but for such compensation deduction. NewCo shall pay Parent for such Tax Benefit no later than ten (10) days after such Tax Benefit is Actually Realized.
Adjustment Payments. Within five (5) Business Days following the determination of the Final Amounts Schedule in accordance with this Section 2.07:
(i) to the extent that there is a Closing Amounts Deficit, the Sellers shall pay to the Buyer in cash an amount equal to the Closing Amounts Deficit by wire transfer of immediately available funds to an account designated by the Buyer. Upon such payment, the Sellers shall be fully released and discharged of any obligation with respect to the Closing Amounts Deficit;
(ii) to the extent that there is a Closing Amounts Surplus, the Buyer shall pay to the Sellers in cash an amount equal to the Closing Amounts Surplus by wire transfer of immediately available funds to an account designated by the Sellers. Upon such payment, the Buyer shall be fully released and discharged of any obligation with respect to the Closing Amounts Surplus; and
(iii) any payment made pursuant to this Section 2.07(g) shall include an additional amount of interest on the amount so remitted at a rate per annum equal to the Six-Month Treasury Rate, which additional amount of interest shall accrue from and after the first calendar day after the Closing Date until the date of payment.
Adjustment Payments. Within three (3) Business Days following the determination of the Final NWC Statement, Buyer or Sellers (or their respective Affiliates) shall make an additional payment in respect of the Purchase Price (if applicable) as follows (the “Net Working Capital Adjustment Amount”):
(i) if the Net Working Capital (reflected on the Final NWC Statement) is greater than zero (the absolute value of such excess amount, the “Excess Amount”), Buyer shall pay to Sellers an amount equal to the Excess Amount by delivering to Seller that number of Units calculated as the Excess Amount divided by $1,000.00.
(ii) if the Net Working Capital (reflected on the Final NWC Statement) is less than negative $3,000,000 (the absolute value of such shortfall amount, the “Shortfall Amount”), Sellers shall either, in its sole discretion, (A) pay to Buyer an amount equal to the Shortfall Amount by wire transfer of immediately available funds to an account designated by Buyer in writing, (B) surrender a number of Consideration Units to Buyer equal to the quotient of (1) the Shortfall Amount, divided by (2) $1,000.00, with any fractional number of Consideration Units to be rounded down to the nearest whole number, or (C) surrender a number of shares of Common Stock to Buyer equal to the quotient of (1) the Shortfall Amount, divided by (2) the Buyer Stock Price (rounded down to the nearest whole number). For the avoidance of doubt, if the Net Working Capital is greater than negative $3,000,000 but less than zero, then no Net Working Capital Adjustment Amount shall be payable. Any payment pursuant to this Section 2.07(f) shall be treated as an adjustment to the Purchase Price for all tax purposes. No Losses may be claimed under Article VIII or otherwise by any Indemnified Party to the extent such Liabilities are reflected in the Net Working Capital set forth in the Final NWC Statement pursuant to this Section 2.07.