Payment by Seller Sample Clauses

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. If the amount of Maintenance Cash, as computed based on the Closing Date Balance Sheet, is greater than the estimate thereof as of the Closing, Seller will, within five (5) business days after the determination thereof, pay to Purchaser an amount equal to such excess, 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. If the Final Aggregate Purchase Price, as finally determined in accordance with Section 2.6(a) above, is less than the Aggregate Purchase Price set forth on the Closing Payment Statement, as determined pursuant to Section 2.3, then Purchaser and Seller will instruct the Escrow Agent to pay, within five (5) Business Days after the determination thereof, (x) to Purchaser an amount equal to such shortfall, by wire transfer of immediately available funds, out of the Escrow Account, and (y) to Seller, the amount, if any, remaining of the Escrow Amount in the Escrow Account (following payment pursuant to clause (x)), by wire transfer of immediately available funds. Any such shortfall amount in clause (x) above shall be paid first from the Escrow Amount available in the Escrow Account, and then by Seller if the amount of the Escrow Amount is less than the amount of such shortfall payable to Purchaser under this Section 2.6(b)(i).

Payment by Seller. In the event of termination of this Agreement either (A) by Buyer pursuant to Sections 8.1(c)(i) or (B) by Buyer pursuant to Section 8.1(c)(ii), on the ground that the conditions set forth in Sections 7.1(b), (c) and/or (h) have not been satisfied as of the Outside Date, and the conditions set forth in Sections 7.2(a), (b), (c), (e), (f) and (g) have been satisfied as of the date of such termination, Seller shall, in either case, as promptly as possible (but in any event within two (2) Business Days) following such termination by Seller pay to Buyer (as the sole and exclusive remedy of Buyer in respect of such termination) the Break-Up Fee, and there shall be no other Liability or obligation on the part of the Parties, or any of the respective Affiliates, or any of the respective directors, officers, members, employees, stockholders of any such Person; provided that the provisions of this Section 8.2 and the Confidentiality Agreement shall remain in full force and effect and survive any termination of this Agreement. Notwithstanding the foregoing, in the event that Buyer terminates this Agreement pursuant to Section 8.1(c)(i) due solely to the non-willful breach of representations by Seller, Buyer shall be entitled to recover all of its damages (including all out-of-pocket costs incurred in connection with the transactions contemplated hereby), but shall not be entitled to payment of the Break-Up Fee.

Payment by Seller. In consideration of Buyer Sub's assumption of the ----------------- Liabilities, Seller shall pay to Buyer Sub 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 sum of the Purchase Price (such calculated amount, the "Payment Amount").