Adjustments; Payments Sample Clauses

Adjustments; Payments. (i) If, upon the final determination of the Aggregate Merger Consideration and the components thereof as provided in Sections 3.5(c) or 3.5(d) (the “Final Aggregate Merger Consideration”), the Final Aggregate Merger Consideration is less than the Aggregate Merger Consideration set forth in the Estimated Closing Statement (the “Estimated Aggregate Merger Consideration”), Buyer shall be entitled to recover the amount of such shortfall (subject to Section 3.5(e)(iii)). (ii) If the Final Aggregate Merger Consideration is greater than the Estimated Aggregate Merger Consideration, the amount of such excess shall be owed to the Securityholders in respect of their Common Shares (subject to Section 3.5(e)(iii)). If the Final Aggregate Merger Consideration is equal to the Estimated Aggregate Merger Consideration, no amount shall be owed to Buyer or Securityholders. (iii) The amount (if any) owed to Buyer pursuant to Section 3.5(e)(i) above or to the Securityholders pursuant to Section 3.5(e)(ii) above shall be referred to as the “Final Closing Adjustment”. In the event that the Final Closing Adjustment is owed to Buyer, then the Securityholders’ Representative and Buyer shall promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent to (A) disburse the Final Closing Adjustment to Buyer from the Adjustment Escrow Fund in immediately available funds via wire transfer to the account or accounts designated by Buyer (up to the amount of the Adjustment Escrow Fund) and (B) disburse the remainder of the Adjustment Escrow Fund (if any) to the Paying Agent and to the Surviving Company (for disbursement to the applicable Securityholders in accordance with their applicable Pro Rata Share), which amount shall be paid to each Securityholder in accordance with Sections 3.1 and 3.2 following the delivery of a Consideration Spreadsheet pursuant to Section 3.8. In the event the Final Closing Adjustment is owed by Buyer or if no amounts are owed to Buyer or Securityholders, (i) Buyer shall pay to the Paying Agent and to the Surviving Company (for further disbursement to the applicable Securityholders in accordance with their applicable Pro Rata Share) an amount in cash equal to the Final Closing Adjustment (if any) (which amount shall not exceed the Adjustment Escrow Amount), which amount shall be paid to each Securityholder in accordance with Sections 3.1 and 3.2 following the delivery of a Consideration Spreadsheet pursuant to Section 3.8 in respec...
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Adjustments; Payments. (a) In the event that at the time of the Wyndham Distribution (i) the sum of (x) the Realogy Borrowing Amount, the Wyndham Borrowing Amount (prior to any adjustment to the Wyndham Borrowing Amount pursuant to Section 3.5(a)(ii)-(iii) below, if applicable) and the Travelport Borrowing Amount (prior to any adjustment to the Travelport Borrowing Amount pursuant to Section 3.5(a)(i), if applicable) and (y) the funds at Cendant then available to fund the Required Payment Amount (including the funds transferred to Cendant in accordance with Section 3.6), is more than or less than (ii) the Required Payment Amount, then to the extent of: (i) an insufficiency, to the extent that Cendant determines in good faith that Travelport has the capacity to incur and service such additional indebtedness and such indebtedness can be obtained on commercially reasonable terms, Travelport shall borrow additional indebtedness in (A) the amount of such deficiency or (B) such lesser amount based upon Cendant’s good faith determination of Travelport’s additional borrowing capacity (in which case, the remaining amount of the insufficiency shall be satisfied pursuant to the provisions of Sections 3.5(a)(ii)-(iii) below, as applicable); (ii) an insufficiency which is less than $100,000,000 (following the application of any additional borrowings by Travelport as described in clause (i) above), then, at or prior to the Wyndham Distribution, Wyndham shall be required to borrow additional indebtedness in an amount equal to the amount of such deficiency and transfer such additional amounts to Cendant; (iii) an insufficiency which is in excess of $100,000,000 (following the application of any additional borrowings by Travelport and Wyndham as described in clauses (i) and (ii) above, respectively), then at or prior to the Wyndham Distribution, in addition to the required additional borrowings by Wyndham described in clause (ii) above, (x) Wyndham shall be required to borrow additional indebtedness in an amount equal to thirty-seven and one-half percent (37.5%) of the amount of such deficiency above $100,000,000 and transfer such additional amounts (together with the amounts described in clause (i) above) to Cendant, and (y) Realogy shall be required to make a cash payment to Cendant, in immediately available funds or, if the Realogy Distribution has not yet occurred (including if the Realogy Distribution Date is on the same date as the Wyndham Distribution Date), Realogy shall be required to b...
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Adjustments; Payments. Upon the Junior Lender’s receipt of written notice from the Senior Lender that an event of default under the Senior Loan Documents (an “Event of Default”) exists or is continuing, until such time, if any, as such Event of Default is cured, the Junior Lender shall not take or receive, any payment with respect to the Junior Indebtedness. In the event that any payment of the Junior Indebtedness is received by the Junior Lender in violation of the foregoing, whether from the Borrower or from any other party, such payment will be held in trust for the benefit of the Senior Lender and, until the Senior Indebtedness has been finally and indefeasibly paid in full or the default cured, will be promptly paid over to the Senior Lender for application toward the Senior Indebtedness. The Junior Lender shall hold any such payment in trust for the benefit of the Senior Lender, and, upon written request therefor, promptly pay over such amount to the Senior Lender for application toward the Senior Indebtedness.
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Adjustments; Payments. 3 SECTION 4. CLOSING OF THE TRANSACTION.................... 4 4.1. The Closing................................... 4 4.2. Deliveries at Closing......................... 5
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Adjustments; Payments 
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Related to Adjustments; Payments

  • Prepayments Payments Taxes 48 Section 5.1

  • Payment Adjustments Notwithstanding anything to the contrary in this Article 3, any payment pursuant to this Article: (a) shall be subject to (i) any delay in payment or reduction required by Section 5.2 hereof, and (b) shall be subject to a set-off equal to the gross amount of any current or deferred compensation, including wages, salary, fees, benefits, tangible or intangible property or ownership rights or interests or other property rights, received by Executive or which he becomes entitled to receive in the future as remuneration for services to any Person, business or other entity as a result of, or in exchange for, any work or services performed, or any intellectual property conveyed by Executive, during the Restricted Period (“Remuneration”), provided that the foregoing provision shall in no way limit or impair Executive’s obligations or the Bank’s rights under Article 3 or Article 4 of this Agreement. Executive understands and agrees that the Bank’s set-off rights will accrue, and any set-off pursuant to this provision will be applied to any non-compete payments due (or previously paid or accrued), after the earlier of Executive’s receipt or accrual of Remuneration (the Set-off Date), and if Executive is not entitled to further payments under this Agreement, Executive agrees to refund the setoff amount in full to the Bank within fourteen (14 days) of Executive’s Certification reporting such remuneration or the Set-off Date, whichever is later.

  • CP Costs Payments On each Settlement Date, Seller shall pay to Agent (for the benefit of the Conduits) an aggregate amount equal to all accrued and unpaid CP Costs in respect of the outstanding Capital of each of the Conduits for the related Settlement Period in accordance with Article II.

  • Adjustments to Fees Notwithstanding any of the fee limitations set forth in this Article 6, commencing upon the expiration of the first year of this Agreement, and upon the expiration of each year thereafter during the Term, the then-­‐current fees set forth in Section 6.1 and Section 6.3 may be adjusted, at ICANN’s discretion, by a percentage equal to the percentage change, if any, in (i) the Consumer Price Index for All Urban Consumers, U.S. City Average (1982-­‐1984 = 100) published by the United States Department of Labor, Bureau of Labor Statistics, or any successor index (the “CPI”) for the month which is one (1) month prior to the commencement of the applicable year, over (ii) the CPI published for the month which is one (1) month prior to the commencement of the immediately prior year. In the event of any such increase, ICANN shall provide notice to Registry Operator specifying the amount of such adjustment. Any fee adjustment under this Section 6.5 shall be effective as of the first day of the first calendar quarter following at least thirty (30) days after ICANN’s delivery to Registry Operator of such fee adjustment notice.

  • Contract Adjustment Payments Subject to Section 5.3 herein, the Company shall pay, on each Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name a Certificate (or one or more Predecessor Certificates) is registered at the close of business on the Record Date next preceding such Payment Date. The Contract Adjustment Payments will be payable at the office of the Agent in The City of New York maintained for that purpose or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Income PRIDES Register or Growth PRIDES Register. Upon the occurrence of a Termination Event, the Company's obligation to pay Contract Adjustment Payments (including any accrued or Deferred Contract Adjustment Payments) shall cease. Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of (including as a result of a Collateral Substitution or the re-establishment of an Income PRIDES) any other Certificate shall carry the rights to Contract Adjustment Payments accrued and unpaid, and to accrue Contract Adjustment Payments, which were carried by the Purchase Contracts underlying such other Certificates. Subject to Section 5.9, in the case of any Security with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date that is after any Record Date and on or prior to the next succeeding Payment Date, Contract Adjustment Payments, if any, otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Early Settlement, and such Contract Adjustment Payments shall be paid to the Person in whose name the Certificate evidencing such Security (or one or more Predecessor Certificates) is registered at the close of business on such Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Security with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, Contract Adjustment Payments that would otherwise be payable after the Early Settlement Date with respect to such Purchase Contract shall not be payable. The Company's obligations with respect to Contract Adjustment Payments, will be subordinated and junior in right of payment to the Company's obligations under any Senior Indebtedness.