Deferred Payment Amount. The Purchaser covenants and agrees to immediately after receipt thereof remit and transfer to Xxxxx any amounts received by the Purchaser (as transferor under the Receivables Purchase and Administration Agreement) pursuant to Section 2.8(d)(ii) of the Receivables Purchase and Administration Agreement (collectively, the “Deferred Payment Amount”). The parties acknowledge and agree that the Deferred Payment Amount: (a) will reflect an allocation of 5% of the aggregate amount of the Principal Balances of the Receivables which became Written-Off Receivables and an allocation of 5% of the aggregate amount of Recoveries, and (b) will vary inversely to the amount of such Written-Off Receivables net of such Recoveries.
Deferred Payment Amount. As additional consideration for the Purchased Equity Interests, on the second (2nd) anniversary of the Closing Date (the “Deferred Payment Date”), Buyer shall pay to Seller an amount equal to (i) $25,000,000, minus (ii) the adjustments pursuant to Section 2.5 (the “Deferred Payment Amount”), subject to the provisions of this Section 2.2(b).
Deferred Payment Amount. Within 10 business days after the ----------------------- delivery by Seller to Purchaser of Seller's computation of the Net Book Value (as hereinafter defined), Purchaser will deliver to Seller, by wire transfer of immediately available funds to such account as shall have been designated by Seller to Purchaser for such purpose contemporaneously with the delivery of Seller's computation of the Net Book Value, an amount equal to the Net Book Value (other than any portion thereof that is then being disputed by Purchaser in good faith and in accordance with the provisions of Section 3.1.4), together with Accrued Interest on the Net Book Value (or, if applicable, the undisputed portion thereof). For purposes of this Agreement, the term "Accrued Interest," when used with respect to any amount payable to Seller pursuant to this Section 3.1.2 and any amount payable to Seller pursuant to Section 3.1.4 (collectively, the "Deferred Payment Amount") means interest at a rate of five percent (5%) per annum, computed with respect to the period from and including the Closing Date to but excluding the date on which such amount is so paid. In designating the account to which the payment to Seller required under this Section 3.1.2 and any payment to Seller required under Section 3.1.4 are to be delivered, Seller shall be acting as agent for each of the Assigning Subsidiaries and shall have exclusive responsibility for the delivery to each Assigning Subsidiary of such portions of such payments to which such Assigning Subsidiary may be entitled.
Deferred Payment Amount. The Deferred Payment Amount shall be equal to the New GMP calculated pursuant to Section 4(b), plus interest calculated pursuant to Section 3 of this Amendment, less all amounts paid to Contractor under the Agreement or this Amendment, less the amount of any Delay Liquidated Damages calculated as set forth in Section 8 of this Amendment. In the event that a final decision by arbitration pursuant to Section 4(a) or on any CNR, UCO or Change Order submitted after the Amendment Effective Date results in an award for payment of additional amounts, the additional amounts shall be included in the Deferred Payment Amount; provided, however, that in the event the New GMP is greater than $275 million, all amounts of the New GMP above $275 million (the “Overage”) shall not be included in the Deferred Payment Amount and shall instead be paid within seven (7) Days of court confirmation of the final arbitration award, unless the Parties agree in a writing signed by both Parties that the Overage shall be included in the Deferred Payment Amount. For the avoidance of doubt, if any arbitration pursuant to Section 18 of the Agreement is not completed within the time provided for payment of the Deferred Payment Amount by Section 3(a) of this Amendment, or if any claims are otherwise resolved after the time provided for payment of the Deferred Payment Amount by Section 3(a) of this Amendment, amounts that are resolved or agreed or that are subsequently the subject of a final arbitration award will be considered included in the Deferred Payment Amount, with the exception of the portion of any resolved claim or subsequent arbitration award that would cause the New GMP (before application of the $275 million minimum provided for in Section 4(b)) to exceed $275 million. CNRs, UCOs or other claims that are not listed in Exhibit C will be handled in accordance with the terms and conditions of the Agreement. Neither Party waives its right to submit any additional CNRs or UCOs or to claim for future Change Orders.
Deferred Payment Amount. On and after the date hereof, the Purchaser shall ensure that it will have sufficient liquidity to pay the Deferred Payment Amount pursuant to the terms of the Promissory Note.
Deferred Payment Amount. From the Closing Date until the date on which the Deferred Payment Amount is paid or subject to setoff in accordance with Section 9.4 (including any period beyond the 18 month anniversary of the date of this Agreement during which any disputed indemnification claim is unresolved), the Purchaser (i) shall hold the amount of the 32. Deferred Payment Amount in accordance with Section 9.4 in a segregated account and (ii) shall release, assign, transfer, convey or deliver the Deferred Payment Amount, or any portion thereof, only in accordance with the terms of this Agreement. The Purchaser shall provide to Parent such documents, including bank statements, as Parent may reasonably request to confirm the status of the Segregated Account.
Deferred Payment Amount. From the Closing Date until the date on which the Deferred Payment Amount is paid or subject to setoff in accordance with Section 9.4 (including any period beyond the 18 month anniversary of the date of this Agreement during which any disputed indemnification claim is unresolved), the Purchaser (i) shall hold the amount of the
Deferred Payment Amount. The "DEFERRED PAYMENT AMOUNT" attributable to a Sale shall be equal to the excess of (a) the value of the Subject Interests (as defined below) in that Sale over (b) the sum of $6,100,000 plus all prior Deferred Payment Amounts paid hereunder. The "SUBJECT INTERESTS" are the following: (a) twelve percent (12%) of the direct or indirect voting equity interests of the Company (on a fully diluted basis) (the "VOTING INTERESTS") thereby entitling the holder thereof to receive that percent of the Sales Proceeds (as defined below) otherwise attributable to those interests; and (b) four and fifty-five hundredths percent (4.55%) of the Non-Voting Interests (as defined below) (on a fully diluted basis) thereby entitling the holder thereof to receive that percent of the Sales Proceeds otherwise attributable to those interests; provided, however, as a result of any Sale, such percentages shall be adjusted for future Sales in the same proportions that existing holders' percentages thereof are adjusted in that Sale (E.G., if, as a result of any Sale, existing holders of Voting Interests tender sixty percent (60%) of their Voting Interests to a third party, the percentage of Voting Interests on future Sales shall be reduced by sixty percent (60%)). The "NON-VOTING INTERESTS" are (a) the Mission Accomplishment Plan ("MAP") Units ("MAP UNITS") (or successor or similar rights, which specifically exclude the Company's other existing deferred compensation plans) and (b) the non-voting equity interests of the Company (on a fully diluted basis). For these purposes, "SALES PROCEEDS" mean the payments or proceeds or value resulting from a Sale, whether payable or realizable at the time of the Sale or thereafter, to the holders of the Voting Interests or Non-Voting Interests, as appropriate.
Deferred Payment Amount. As additional consideration for the Purchased Equity Interests, on the second (2nd) anniversary of the Closing Date (the “Deferred Payment Date”), Buyer shall pay to Seller an amount equal to (i) $25,000,000, minus (ii) the adjustments pursuant to Section 2.5 (the “Deferred Payment Amount”), subject to the provisions of this Section 2.2(b). Notwithstanding the foregoing provisions of this Section 2.2(b) but subject to Section 2.2(b)(ii), to the extent that Buyer is unable to pay the Deferred Payment Amount in full as a result of prohibitions under the Credit Agreement on or before the Deferred Payment Date, Buyer shall (A) pay on the Deferred Payment Date as much of the Deferred Payment Amount as is permitted to be paid under the Credit Agreement on the Deferred Payment Date, (B) notify the Seller in writing on the Deferred Payment Date of such inability to pay the applicable portion of the Deferred Payment Amount in full in a timely manner, which notice shall include a reasonably detailed explanation of the circumstances giving rise to such inability to pay and (C) deliver a subordinated promissory note duly executed by Buyer in favor of Seller in the form of Exhibit A hereto (the “Promissory Note”) in a principal amount equal to the sum of (I) the amount of the Deferred Payment Amount that has not been paid in cash on or before the Deferred Payment Date, plus (II) interest on such unpaid portion of the Deferred Payment Amount accruing at 8% per annum compounding annually from the Closing Date through the Deferred Exhibit 2.1 Payment Date. Buyer will use reasonable best efforts to pay (A) the Deferred Payment Amount in full on the Deferred Payment Date to the fullest extent permitted under the terms of the Credit Agreement, and (B) if applicable, all outstanding principal amount plus accrued but unpaid interest on the Promissory Note to the fullest extent Buyer is permitted to make such payment or any portion thereof from time to time under the terms of the Credit Agreement. Without limiting the generality of the foregoing, during the period that any portion of the Deferred Payment Amount and/or any obligations under the Promissory Note, if applicable, remain unpaid, Buyer shall, and shall cause its Affiliates to, not (A) amend, waive or otherwise modify any provision of the Credit Agreement or any Loan Document (as defined in the Credit Agreement) or (B) otherwise, directly or indirectly, take any action, in each case, which would be expected to restrict...
Deferred Payment Amount. (a) No later than August 31, 2024, the Company shall deliver to the Purchaser a written statement (the “Deferred Payment Statement”), along with reasonable supporting documents, setting forth in reasonable detail the Company’s calculation of the Deferred Payment Amount. During the fifteen (15) Business Day period following delivery of the Deferred Payment Statement, the Company shall afford, and shall cause the Company Subsidiaries to afford, to the Purchaser and its accountants reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, books and records of the Company and the Company Subsidiaries to the extent they relate to the Deferred Payment Statement and the calculation of the Deferred Payment Amount set forth therein, in each case, subject to the entrance into any customary confidentiality arrangements in respect of such access. During such fifteen (15) Business Day period, the Company shall consider in good faith any comments the Purchaser submits with respect to the Deferred Payment Statement.
