Deferred Purchase Price Payment Sample Clauses

Deferred Purchase Price Payment. Buyer shall make Deferred Purchase Price Payments to Sellers in an aggregate amount not to exceed the Maximum Deferred Purchase Price Amount as and to the extent, if any, provided in accordance with Sections 2.6(d) and (e). Any Deferred Purchase Price Payments due to Sellers pursuant to this Section 2.6 shall be paid to Sellers (or their designees), within three (3) Business Days following the date that the Payment Statement becomes final and binding upon Buyer and Sellers, as determined in Section 2.6(b), by wire transfer of immediately available funds to an account designated in writing by each Seller in accordance with the terms of Section 2.6(b). Buyer shall not be obligated to pay interest on the Deferred Purchase Price and shall report the payment of the Deferred Purchase Price Payments as a part of the Purchase Price for all federal, state and local Tax purposes, and Buyer and Sellers shall file their Tax Returns accordingly.
Sample 1
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Deferred Purchase Price Payment. 2 (a) Amount of Deferred Purchase Price Payment...............2 (b) Settlement of Deferred Purchase Price Payment............3 1.4 Financial Requirement Regarding Net Working Capital...............5
Sample 1
Deferred Purchase Price Payment. On the third anniversary of the Closing Date, Purchaser shall pay to Seller, by wire transfer of immediately available funds to the account(s) specified in writing by Seller delivered to Purchaser at least two Business Days prior to the third anniversary of the Closing Date, an aggregate amount equal to the Deferred Purchase Price Payment. The Deferred Purchase Price Payment shall be absolute and unconditional and made without set-off, counterclaim or any deduction of any kind.
Sample 1
Deferred Purchase Price Payment. Within ten Business Days of the delivery of the Post-Closing Financial Statements, Buyer shall pay to PowerComm, for itself and on behalf of the other Sellers (or their designees), a payment (if a payment under this Section 1.3(a) is due and assuming there is no validly raised dispute relating to the financial statements under subsection (c) below) equal to the lesser of (i) CDN$8,000,000 or (ii) the amount due based on the following formula: (Post-Closing EBITDA - Closing EBITDA) X CDN$8,000,000 (CDN$8.0 million - Closing EBITDA)
Sample 1
Deferred Purchase Price Payment. Buyer shall pay to Seller, as part of the Purchase Price, on the first anniversary of the Closing Date, a cash payment equal to $10,000,000 (such payment being referred to as the “Deferred Cash Payment”) by wire transfer of immediately available funds to the account in the United States specified by Seller in writing to Buyer at least two business days prior to the date for payment of the Deferred Cash Payment.
Sample 1
Deferred Purchase Price Payment. At the Closing, the Buyer shall deliver to the Seller a promissory note (the "Second Promissory Note") providing for payment, by cashier's check or wire transfer of immediately available funds, of an amount equal to $1,500,000.00 plus interest at a rate of prime plus two percent (2%) (the "Deferred Purchase Price Payment") on the six (6) month anniversary of the Closing (the "Second Promissory Note Due Date"); provided, however, that the Buyer has the option in its sole discretion to extend the Second Promissory Note Due Date for one (1) month at a time and up to three (3) months in total by paying to the Seller, by cashier's check or wire transfer of immediately available funds, an amount equal to $10,000.00 for each month's extension on (i) the Second Promissory Note Due Date for the first month's extension, (ii) the one (1) month anniversary of the initial Second Promissory Note Due Date for the second month's extension, and (iii) the two (2) month anniversary of the initial Second Promissory Note Due Date for the third month's extension. The Deferred Purchase Price Payment shall be secured by a blanket lien on the assets of the Company (the "Security Agreement") perfected under Article 9 of the Uniform Commercial Code.
Sample 1

Related to Deferred Purchase Price Payment

  • Deferred Purchase Price On each Business Day on and after the Final Payout Date, the Servicer, on behalf of the Agent, 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 Servicer on its behalf) shall apply such Collections in the manner described in Section 2.14).

  • Purchase Price Payment Purchaser shall deliver to SAFEDOX the sum of $5,000 in payment of the 16,667 shares of Common Stock purchased by Purchaser hereunder, a per share price of $.30, which payment shall be delivered as provided in paragraphs VI and VII hereinbelow.

  • Purchase Price Payments 23 Section 10.02. THE PURCHASER NOTE.........................................................................23 ARTICLE XI Confidentiality.......................................................................................24 ARTICLE XII Term.................................................................................................25

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the “Purchase Price”) shall be the amount equal to: $2,000,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • Price Payment (a) ViewRay shall pay PEKO for the services (and Deliverables) that are provided to ViewRay pursuant to this Section 2 and any Work Statement, the fee specified in such Work Statement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Payment of the Purchase Price The Purchase Price shall be paid as follows:

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

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