Payment by Seller. Upon failure of Seller to pay taxes or assessments on the Real Estate, Buyer may upon written notice to Seller pay such taxes or assessments and deduct the costs thereof from the Purchase Price.
Payment by Seller. As provided in Section 1.3(e) all Discount and other amounts payable hereunder other than Investment are payable by the Seller. If any part of any Collections is applied to pay any such amounts pursuant to this Section 1.8, the Seller shall pay to the Servicer the amount so applied for distribution as part of Collections.
Payment by Seller. In consideration of Buyer’s assumption of the Liabilities, Seller shall pay to Buyer an amount equal to the principal amount of the Deposits, plus accrued interest, as at the close of business on the Closing Date (the “Deposit Amount”), less the Purchase Price (such calculated amount, the “Payment Amount”).
Payment by Seller. In the event that this Agreement is terminated by the Buyer pursuant to Section 8.1(b)(i), Section 8.1(c), Section 8.1(e) or Section 8.1(f), Seller shall promptly, but in no event later than ten Business Days after the date of such termination, pay the Buyer the Termination Fee.
Payment by Seller. If the Aggregate Purchase Price, as finally determined pursuant to Section 2.6(a), is less than the Estimated Aggregate Purchase Price, Seller will, within five (5) Business Days after the determination thereof, pay to Purchaser an amount equal to such shortfall, by wire transfer of immediately available funds.
Payment by Seller. If the Actual Tangible Net Book Value is less than Estimated Tangible Net Book Value, Seller will, within five (5) business days after the determination thereof, pay to Purchaser an amount equal to such shortfall, by wire transfer of immediately available funds.
Payment by Seller. Seller agrees that it shall pay to Buyer (i) GBP 83,000 (which Seller acknowledges is not subject to approval of Parent’s shareholders in general meeting); and (ii) subject to approval of the shareholders of Parent in general meeting in accordance with the Listing Rules of the UKLA, GBP 317,000, in each case exclusive of any value added tax chargeable thereon, (in aggregate the “Termination Fee”) as compensation for its out-of-pocket costs and expenses incurred in connection with the entering into of this Agreement and the transactions contemplated by this Agreement in the event this Agreement is terminated by Buyer or Seller:
(a) pursuant to Section 10.1(g)(i), provided that within 12 months of the date of termination of this Agreement, Seller shall have completed a transaction based on a Conflicting Proposal (in which case Seller shall pay the Termination Fee to Buyer upon consummation of such transaction); or
(b) pursuant to Section 10.1(g)(ii) (in which case Seller shall pay the Termination Fee to Buyer within two business days of the Termination of this Agreement).
Payment by Seller to Buyer of (i) a yield enhancement in cash in an amount equal to 2.0% of the Purchase Price, which yield enhancement shall be fully earned and nonrefundable on the Acceptance Date and (ii) all other reasonable fees, costs and expenses of Buyer;
Payment by Seller. Upon any acceleration of the Loan by the Lender for a failure of the Seller to perform on the Retained Obligations, the Seller agrees to promptly make the Seller’s Acceleration Payment directly to the Lender and, except as provided hereinafter, to promptly pay the Termination Amount directly to the Lender. To the extent the Lender accelerates the Loan on the basis of several defaults which include (and are stated in writing by Lender to include) Buyer’s failure to make the Monthly Note Payments or Monthly Swap Payments, the parties agree that such failure constitutes a controlling default and the Buyer agrees to promptly make the Buyer’s Acceleration Payment and Termination Amount and any applicable late fee and any applicable default interest directly to the Lender regardless of any non-monetary default of the Seller Parties.
Payment by Seller. In consideration of Buyer’s assumption of the Liabilities, Seller shall pay to Buyer (in the manner described in Section 3.3 below) the sum of the following:
(a) an amount equal to the aggregate balances credited to the Deposits accounts which have a positive balance (with no deduction for negative balances or Overdrafts), plus accrued but unpaid interest on interest-bearing Deposit accounts, as of the Effective Time (the “Deposit Amount”);
(b) the amount of any prorated expenses due from Seller to Buyer pursuant to Section 2.5;
(c) the net amount of any additions or deductions for prorated Safe Deposit Agreement rentals pursuant to Section 2.9, if owing from Seller; and
(d) the amount of real estate transfer taxes imposed on Seller in connection with transfer of the Branches, which Buyer will pay in connection with recording the deed(s) transferring title to the Real Property to Buyer.
