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. 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. (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. The due date for any payment to be made under this Clause 7.4 shall be the relevant Determination Date.
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.
Payment and Allocation. Where any payment is required to be made pursuant to this Clause 8.2:
(i) the Completion Amount shall be deemed to have been reduced or increased accordingly; and
(ii) the allocation of the consideration shall be adjusted pro-rata to the pre-adjustment allocation set out in Schedule 1.
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. Where any payment is required to be made pursuant to this Clause 9.2:
(i) the Completion Amount shall be deemed to have been reduced or increased accordingly; and
(ii) the allocation of the consideration for the Shares and the European Business sold by each Seller shall be adjusted to reflect the actual value at Completion of the Net Current Assets or European Business Net Assets (as applicable) and any adjustment pursuant to Clause 9.2.3.
