Deferred Purchase Price. On each Business Day on and after the Final Payout Date, the Master Servicer, on behalf of the Administrative Agent on behalf of the Funding Agents for the benefit of the Investors, shall pay to the SPV an amount equal to the Collections of Receivables received by the SPV less the accrued and unpaid Servicing Fee (and the SPV (or the Master Servicer on its behalf) shall apply such Collections in the manner described in Section 2.14).
Deferred Purchase Price. (a) Payment of the Deferred Purchase Price, if any, shall be subject to and conditioned upon a bona fide, third party sale, lease or other transfer or re-development of the Hospital or any part thereof by the Purchaser to an entity unrelated to Purchaser or Seller, or the taking by any governmental entity or a conveyance in lieu thereof that results in payment of cash consideration for the Digital Hospital Parcel or any part thereof, or except as otherwise set forth in subparagraph (b), any other occurrence that results in the receipt by Purchaser of monetary consideration with respect to the Hospital or the Digital Hospital Parcel (a “Hospital Disposition”). In such event, subject to the provisions of Section 3.4(b) below, the Deferred Purchase Price shall be payable to Seller as provided in Section 3.1(b) hereof within thirty (30) days after the closing of a Hospital Disposition. The amount of the Deferred Purchase Price shall be determined in accordance with the provisions of Section 3.4(b) below.
(b) Except as otherwise provided in subparagraph (c), the Deferred Purchase Price shall be an amount equal to forty percent (40%) of the Net Profit, if any, realized by Purchaser on a Hospital Disposition. The “Net Profit” shall be an amount equal to the amount by which the Disposition Proceeds (herein defined) exceed the sum of the following: (i) $1,500,000; (ii) the “Hospital Acquisition Cost” (herein defined), (iii) the “Carry Cost” (herein defined), (iv) the “Improvement Cost” (as herein defined), (v) the “Parcel I Subdivision Costs” (herein defined), and (vi) the “Preferred Return” (herein defined); provided, however, that if payment of any portion of the Disposition Proceeds is deferred (i.e., purchase money financing), then the payment of the Deferred Purchase Price shall also be deferred until such time as Seller has received Disposition Proceeds in a cash amount equal to the sum of the amounts specified in (i) through (vi) hereof, at which time Purchaser shall be obligated to pay Seller an amount equal to forty percent (40%) of any cash payment of Disposition Proceeds received by Purchaser, which shall be due and payable within thirty (30) days of Purchaser’s receipt of said payment. It is specifically agreed and understood that if the Purchaser elects to donate the Hospital or any part of the Hospital Parcel in exchange for tax abatements or any other non-cash benefits, any such tax abatements or non-cash benefits shall not be deemed Disposition Proc...
Deferred Purchase Price. The Applicable Servicer, on behalf of the Purchaser, shall pay to the applicable Seller, from Collections, the amounts payable to such Seller from time to time pursuant to Section 1.6(b)(ii), Section 1.6(b)(iv) and the last paragraph of Section 1.6(d) (such amounts, the “Deferred Purchase Price” with respect to the Purchased Assets) at the times specified in such Sections and determined in accordance with Section 1.8(f).
Deferred Purchase Price. (a) For the purposes of this Section 3.5, the terms listed below shall have the following meanings:
Deferred Purchase Price. The Servicer, on behalf of the Administrator and the Purchasers, shall pay to the Seller, from Collections, the amounts payable to the Seller from time to time pursuant to Section 1.6(b)(ii), Section 1.6(b)(iv) and clause sixth of Section 1.6(d)(ii) (such amounts, the “Deferred Purchase Price” with respect to the Purchased Assets) at the times specified in such Sections, which remittances shall satisfy the obligation (up to the amount actually received by the Seller or Servicer) of the Administrator on behalf of the Purchasers to pay the Deferred Purchase Price with respect to the Purchased Assets to the Seller. The parties hereto acknowledge and agree that the Administrator and the Purchasers shall have the right to, and intend to, set off (i) the Seller’s obligation to pay (or cause to be paid) to the Purchasers (or to the Administrator on their behalf) all Collections on the portion of the Purchased Assets attributable to the Deferred Purchase Price against (ii) the Administrator’s and the Purchasers’ obligations to pay (or cause to be paid) to the Seller the Deferred Purchase Price.
Deferred Purchase Price. That portion of the Purchase Price for each Lot that is identified as the Deferred Purchase Price in Section 2 above is due and payable by Purchaser to Seller, as provided in and pursuant to the terms of the Lot Development Agreement.
Deferred Purchase Price. In accordance with the terms of this Agreement, the Servicer shall, on behalf of the Administrative Agent and each Purchaser, be deemed to automatically and immediately pay to the Seller the Deferred Purchase Price from time to time (i) prior to the Final Payout Date, when and to the extent funds are available therefor pursuant to Section 3.01 and (ii) after the Final Payout Date, on each Business Day from Collections to the extent such Collections exceed the accrued and unpaid Servicing Fee, in each case without further set-off or counterclaim. Any payment of any amount of Deferred Purchase Price shall be deemed to be made by each Purchaser according to its Percentage of such amount.
Deferred Purchase Price. The Servicer, on behalf of the Administrative Agent and the Purchasers, shall pay to the Seller, from Collections, the amounts payable to the Seller from time to time pursuant to Section 2.1(b)(ii), Section 2.1(b)(iv) and clause fifth of Section 2.1(d)(ii) (such amounts, the “Deferred Purchase Price” with respect to the Purchased Assets) at the times specified in such Sections. The parties hereto acknowledge and agree that the Administrative Agent and the Purchasers shall have the right to, and intend to, setoff (i) the Seller’s obligation to pay (or cause to be paid) to the Purchasers (or to the Administrative Agent on their behalf) all Collections on the portion of the Purchased Assets attributable to the Deferred Purchase Price against (ii) the Administrative Agent’s and the Purchasers’ obligations to pay (or cause to be paid) to the Seller the Deferred Purchase Price.
Deferred Purchase Price. On the Closing Date, and, thereafter, in each Settlement Statement, the Servicer shall calculate the Deferred Purchase Price as of the last day of the full Accounting Period most recently completed, which shall be an amount equal to the sum of (1) the Credit Enhancement Reserve, plus (2) the Yield Reserve, plus (3) the Servicer's Compensation Reserve; provided, that if a Liquidation Day occurs, the Deferred Purchase Price will thereafter be the amount of the Deferred Purchase Price at the close of business on the day immediately preceding such Liquidation Day.
Deferred Purchase Price. (a) Any amount of the Deferred Cash Purchase Price that has not been set-off against pursuant to Section 2.5(b) on the date that is eighteen (18) months after the Closing Date plus an amount equal to ten percent (10%) multiplied by such amount of the Deferred Cash Purchase Price, multiplied by (a) the number of days passed since the Closing Date divided by (b) three hundred sixty-five (365) shall be paid by Parent to the Paying Agent (on behalf of the Sellers) within three (3) Business Days after such eighteen (18) month anniversary of the Closing Date; provided, however, that if any unresolved claim exists with respect to which a Buyer Indemnified Party is asserting a set-off pursuant to Section 2.5(b), the amount of any such claim shall continue to be held by Parent until resolution of such claim in accordance with this Agreement.
(b) Parent shall have a right of set-off with respect to (i) $22,523,162 of the Deferred Cash Purchase Price to secure payment of the Company Indemnifying Parties’ indemnification obligations under Section 13 (the “General Set-Off Amount”), (ii) $1,018,177 of the Deferred Cash Purchase Price to secure payment of the Magneton Transfer Amount paid by the Company to the OCS under Section 7.11 (the “Magneton Set-Off Amount”) (iii) $126,890 of the Deferred Cash Purchase Price to secure liability of the Unfunded Pension and Severance Reduction under Section 7.15 (the “Unfunded Pension Set Off Amount”), and (iv) $500,000 of the Deferred Cash Purchase Price to secure payment of any post-Closing cash adjustments in favor of Buyer under Section 3.2 (the “Closing Cash Balance Set-Off Amount”), in each case subject to the terms and conditions set forth in this Agreement. If Parent or any other Buyer Indemnified Party asserts a right of set-off pursuant to this Section 2.5(b), then the amount of the General Set-Off Amount, the Magneton Set-Off Amount, the Unfunded Pension Set Off Amount or the Closing Cash Balance Set-Off Amount, as applicable, shall be reduced to the extent that the applicable claim is not subject to a dispute between the parties, and any such reduction shall be deemed to be a reduction to the Deferred Cash Purchase Price; provided, however, if the applicable claim is subject to a dispute between the parties, then such parties shall resolve the disputed claim in accordance with the applicable terms of this Agreement to which such claim relates.
