Payment of Purchase Price The Purchase Price shall be paid as follows:
INVOICE AND PAYMENT A. Grantee will request payment using the State of Texas Purchase Voucher (Form B-13) on a monthly basis and acceptable supporting documentation for reimbursement of the required services/deliverables. Additionally, the Grantee will submit the Financial Status Report (FSR-269A) and the Match Certification Form (B-13A). Vouchers, supporting documentation, Financial Status Reports, and Match Certification Forms should be mailed or emailed to the addresses below. Department of State Health Services Claims Processing Unit, MC 1940 0000 Xxxx 00xx Xxxxxx P.O. Box 149347 Austin, TX 00000-0000 FAX: (000) 000-0000 EMAIL: xxxxxxxx@xxxx.xxxxx.xxx, Xxx.xxxxxxxxxxxxxx@xxxx.xxxxx.xxx & XXXXxxxxxxx@xxxx.xxxxx.xxx B-13, B-13A, and supporting documentation should be sent to: xxxxxxxx@xxxx.xxxxx.xxx, Xxx.xxxxxxxxxxxxxx@xxxx.xxxxx.xxx & XXXXxxxxxxx@xxxx.xxxxx.xxx FSRs should be sent to: xxxxxxxx@xxxx.xxxxx.xxx, Xxx.xxxxxxxxxxxxxx@xxxx.xxxxx.xxx, XXXXxxxxx@xxxx.xxxxx.xxx & XXXXxxxxxxx@xxxx.xxxxx.xxx B. Grantee will be paid on a monthly basis and in accordance with Attachment B, Budget. C. System Agency reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. System Agency will monitor Xxxxxxx’s expenditures on a quarterly basis. If expenditures are below that projected in Grantee’s total Contract amount, Xxxxxxx’s budget may be subject to a decrease for the remainder of the Term of the Contract. Vacant positions existing after ninety days may result in a decrease in funds. X. Xxxxxxx may request a one-time working capital advance not to exceed 12% of the total amount of the Contract funded by System Agency. All advances must be expended by the end of the Contract term. Advances not expended by the end of the Contract term must be refunded to System Agency. X. Xxxxxxx will repay all or part of advance funds at any time during the Contract’s term. However, if the advance has not been repaid prior to the last three months of the Contract term, the Grantee must deduct at least one-third of the remaining advance from each of the last three months’ reimbursement requests. If the advance is not repaid prior to the last three months of the Contract term, System Agency will reduce the reimbursement request by one- third of the remaining balance of the advance.
Payment of the Purchase Price (a) Subject to Section 2.5, in consideration for the sale of the Purchased Interests pursuant to Section 2.1(b), the Purchaser shall pay an aggregate amount equal to (i) the Base Price, less (ii) the Estimated Closing Date Debt, less (iii) the Estimated Closing Date Transaction Expenses, less (iv) the Estimated Working Capital Deficit, if any, plus (v) the Estimated Closing Date Cash (such calculated amount, the “Purchase Price”). At the Closing, in the following chronological order, the Purchaser shall pay: (i) on behalf of the Sellers and the Company, as the case may be, and as directed by the Sellers’ Representative, the amounts necessary to pay the Estimated Closing Date Transaction Expenses (which such amounts and payees the Sellers’ Representative shall deliver to the Purchaser prior to the Closing); (ii) to the holders of any Estimated Closing Date Debt of the type referred to in clauses (a) through (g) of the definition of Indebtedness, the amount required to pay in full and discharge all such Indebtedness in accordance with the Payoff Statements; (iii) to the Escrow Agent, the Indemnity Escrow Amount; (iv) to the Sellers’ Representative, on behalf of the Participating Sellers, 431,996 shares of Parent Stock, for further distribution to the Participating Sellers in accordance with the allocation set forth on Schedule 3.4; (v) to the Sellers’ Representative, an amount in cash equal to $3,750,000 (the “Expense Fund”), to be held on behalf of the Sellers and used at the discretion of the Sellers’ Representative to satisfy or enforce any of the Sellers’ obligations hereunder (or any expenses related thereto); and (vi) to the Sellers, by wire transfer of immediately available funds to the account(s) designated in writing by Sellers’ Representative at least three days prior to the Closing Date, an aggregate amount in cash (the “Closing Payment”) equal to (A) the Purchase Price, minus (B) the Indemnity Escrow Amount, minus (C) an amount equal to the Expense Fund, minus (D) an amount equal to the Parent Stock Value. The Closing Payment shall be paid to each Seller in accordance with, if applicable, such Sellers’ Pro Rata Share; provided, however, for purposes of such allocation, an amount equal to the Parent Stock Value shall be added to the Closing Payment and with respect to each Participating Seller, an amount equal to the Stock Price multiplied by the number of shares of Parent Stock allocated to such Participating Seller shall be deducted from such Participating Seller’s Closing Payment.