Payment and Allocation. 7.6.1 Any payment pursuant to Clauses 7.3 or 7.4, and any interest payable pursuant to Clause 7.5, shall be aggregated and, if any such payment is to be made by both the Seller and the Purchaser, shall be set off against each other and the resulting amount (if any) shall be made on or before the Final Payment Date.
7.6.2 Where any payment is required to be made pursuant to Clauses 7.3, 7.4 or 7.5 (in relation to a payment pursuant to Clauses 7.3 or 7.4):
(i) the payment made on account of the Purchase Price shall be reduced or increased accordingly; and
(ii) the allocation of the Purchase Price shall be adjusted in accordance with paragraph 5 of Schedule 8.
Payment and Allocation. Where any payment is required to be made pursuant to this Clause 8.3:
(i) the payment made on account of the Purchase Price shall be reduced or increased accordingly; and
(ii) the allocation of the Purchase Price shall be adjusted in accordance with paragraph 3 of Schedule 9.
Payment and Allocation. (a) At Closing, Purchaser shall deliver to Sellers (a) the Common Shares as set forth in Section 1.02(b) and Convertible Note as set forth in Section 1.02(c) and (b) the Cash Payment as set forth in Section 1.02(a), allocated between the Sellers as set forth on Schedule 1.04, by wire transfer of immediately available funds to the accounts designated by Sellers.
Payment and Allocation. (i) The due date for any payment to be made under this Clause 7.2 shall be the relevant Determination Date.
(ii) All payments (excluding interest payments) made under this Clause 7.2 shall be made on account of the Purchase Price and the allocation of the Purchase Price shall be adjusted in accordance with Schedule 11 (Part 1).
Payment and Allocation. (i) The due date for any payment to be made under this Clause 7.3 shall be the relevant Determination Date.
(ii) All payments (excluding interest payments) made under this Clause 7.3 shall be made on account of the Intra-Group Claims Transfer Amount.
Payment and Allocation. (i) With regard to the £125,000 allocated to the AJC from the net proceeds of the Channel Islands Lottery in Jersey from 2016 which remains undistributed, this sum shall be utilised for grants to organisations in 1.(a)i.(a) and 1.(a)i.(c) above.
(ii) The payment of the net proceeds of the Channel Islands Lottery in Jersey from 2017 will be paid in one instalment of £1,399,097. At least £1 million shall be utilised in making grants to organisations in 1.(a)i.(b) or 1.(a)ii. above. The amount in excess of £1 million may be utilised by the AJC or the AJC Trust, in its or their absolute discretion, for the funding of the development work programme in section 1.(b), or may be utilised in making grants to organisations in 1.(a)i.(b) or 1.(a)ii. above. Payment cannot be made until EDTSC have received 2 signed copies of this Letter of Agreement. There will be no top-up or any other grant payments made under this agreement. There can be no confirmation that any further payment of the net proceeds of the Channel Islands’ Lottery in Jersey will be made after payment of the 2017 proceeds. For the avoidance of doubt, the parties agree that any non- compliance with this Letter of Agreement may be taken into account by the EDTSC Department (at its sole discretion) in the assessment of any future payment.
Payment and Allocation. 3.5.1.1 The Purchaser shall pay any amount due to any of the Sellers under this Agreement, including any payment of the Final Purchase Price, by wire transfer to the accounts designated by the Sellers:
(i) For Xxxxx Xxxxxxx: account held with KEYTRADE BANK, with account number IBAN XX00 0000 0000 0000 (BIC XXXXXXXX).
(ii) For Xxxxxxx Xxxxxxx: account held with BNP PARIBAS FORTIS BANK, with account number IBAN XX00 0000 0000 0000 (BIC XXXXXXXX).
(iii) For Xxxx Xx Xxxx: account held with KEYTRADE BANK, with account number IBAN XX00 0000 0000 0000 (BIC XXXXXXXX).
(iv) For Xxxxxx Xxxxxxx: account held with ING BANK, with account number IBAN XX00 0000 0000 0000 (BIC XXXXXXXX).
3.5.1.2 Any shares granted to Xxxxx Xxxxxxx as part of the Transition Earn-Out Amount as referred to in Clause 3.5.3.5(ii) shall be transferred to Xxxxx Xxxxxxx’x securities account held with KEYTRADE BANK, with account number 0000000.
3.5.1.3 Unless provided otherwise, any payment of the Final Purchase Price shall be paid pro rata to the Sellers’ respective shareholdings as set out in Clause 2.1.2.
3.5.1.4 Any payment made by the Purchaser pursuant to Clause 3.5.1.3 shall fully discharge the Purchaser of such payment obligation under this Agreement.
Payment and Allocation. 7.7.1 Any payment pursuant to Clause 7.3, and any interest payable pursuant to Clause 7.5, shall be made on or before the Final Payment Date. Any payment pursuant to Clause 7.6 shall be made on or before the date falling ten Business Days after the date of the Ring-fenced Amount Notice.
7.7.2 The parties agree that, once the Closing Statement is agreed or determined pursuant to paragraph 4 of Part 1 of Schedule 7, the sums which the Purchaser and Relevant Sellers are respectively obliged to pay pursuant to Clauses 7.3 to 7.5 shall be aggregated and netted off against each other. Whichever of the Relevant Sellers or the Purchaser are then left with any payment obligation under Clauses 7.3 to 7.5, it shall make the applicable payment(s).
7.7.3 Where any payment is required to be made pursuant to Clause 7.3 or 7.6:
(a) the payment made on account of the Purchase Price shall be reduced or increased accordingly; and
(b) the allocation of the Purchase Price shall be adjusted in accordance with paragraphs 2 and 3 of Schedule 5.
Payment and Allocation. At Closing, Purchaser shall deliver to Seller an amount equal to the Closing Payment by wire transfer of immediately available funds to the accounts designated by Seller not less than three (3) business days prior to Closing.
Payment and Allocation. At Closing, Purchaser shall deliver to the Seller and VCH an amount equal to the Consideration less the Escrow Amounts (the resulting amount being referred to herein as the “Closing Amount”). The Closing Amount shall be delivered by wire transfer of immediately available funds to the account or accounts designated in writing by Seller not less than three (3) business days prior to Closing. At Closing, Purchaser shall also (A) deliver a sum equal to the Escrow Amounts to the Escrow Agent by wire transfer of immediately available funds to the escrow accounts as set forth in the Escrow Agreements substantially in the form attached hereto as Exhibit A (the “Escrow Agreements”), (B) pay in full by wire transfer of immediately available funds, the UBS Debt pursuant to the terms of the UBS Payoff Letter, and (C) pay in full the amounts payable pursuant to the outstanding obligations (including principal and accrued interest up to the Closing Date) under the Indebtedness set forth on Schedule 1.03.
