Other True-up Payments Clause Samples
Other True-up Payments. If any of the Closing Cash Amount, the Closing Debt Amount or Seller Transaction Expenses (as finally determined pursuant to this Section 1.06) differs from the estimated Closing Cash Amount, estimated Closing Debt Amount or estimated Seller Transaction Expenses set forth in the Estimated Closing Statement, the Purchase Price shall be recalculated using such final figures in lieu of such estimated figures, and (i) the Purchaser or any Affiliate designated by the Purchaser shall pay to Seller by wire transfer of immediately available funds its share of the amount, if any, by which such re-calculated final Purchase Price exceeds the estimated Purchase Price paid at Closing in accordance with Sections 1.04(a) and 1.06(b) or (ii) the amount, if any, by which such estimated Purchase Price paid at Closing in accordance with Sections 1.04(a) and 1.06(b) exceeds such re-calculated final Purchase Price shall be paid by Seller to the Purchaser or any Affiliate designated by the Purchaser. In addition, prior to the Closing, Seller will or will cause the Allied Defense Group (or its relevant Affiliate) to pay to the relevant Acquired Companies the applicable pro rata portion of prepaid management fees paid to Allied Defense Group.
Other True-up Payments. Whether or not a Lookback Leveraged True-Up is elected by the Acting Combining Member, (A) the Designated Non-Combining Member shall be entitled to make a payment to the Designated Combining Member in cash by wire transfer of immediately available funds in an aggregate amount (or such lesser amount as the Acting Non-Combining Member determines in its sole discretion) equal to the sum of all of the differences between (x) each Additional Capital Contribution (and/or payment to a Designated Combining Member pursuant to this Section 3.4) during the Lookback Period (and prior to the Additional Capital Contribution or payment provided in this Section 3.4(e)) which the Designated Non-Combining Member and its Affiliated Members would have been able to have made had the Acting Non-Combining Member made the election in Section 3.4(b)(i)(A) and (y) each Additional Capital Contribution (and/or payment to a Designated Combining Member pursuant to this Section 3.4) during the Lookback Period (and prior to the Additional Capital Contribution or payment provided in this Section 3.4(e)) which the Designated Non-Combining Member and its Affiliated Members were then actually entitled to make, in exchange for which (B) the Designated Combining Member shall assign and deliver to the Designated Non-Combining Member an aggregate number of Membership Interests represented by such sum (or such proportionately smaller number of Membership Interests, as the case may be), based on, with respect to each such Additional Capital Contribution, the valuation of the Company that was determined pursuant to Section 3.6(d) at the time of each such Additional Capital Contribution; provided that if the then Designated Non-Combining Member and its Affiliated Members failed to make their then full amount of any such Additional Capital Contribution (and/or payment to a Designated Combining Member pursuant to this Section 3.4) that they were then entitled to make during the Lookback Period, the aggregate payment that the Designated Non-Combining Member is entitled to make pursuant to this clause (iv) and the aggregate number of Membership Interests to which such Designated Non-Combining Member is entitled to receive pursuant to this clause (iv) with respect to each such Additional Capital Contribution (and/or payment to a Designated Combining Member pursuant to this Section 3.4) that occurred during the Lookback Period, shall be proportionately reduced based on the ratio that the amount of such Ad...