Payment by the Seller. 13.6.1 If the Seller has accepted the amount claimed by the Purchaser or if the Seller and the Purchaser have agreed on another amount, the Seller shall pay such amount (subject to the limitations set out in Clause 12) within fifteen (15) Business Days of such acceptance or agreement.
13.6.2 If the matter giving rise to a Claim has been decided by any competent court or tribunal in accordance with Clause 16.12 (Jurisdiction) and the Seller has been ordered to pay any amount pursuant to any judgement not subject to appeal, the Seller shall pay such amount on the date on which it has become due and payable.
13.6.3 All payments shall be made in accordance with such instructions as shall be notified to the Seller by the Purchaser.
Payment by the Seller. 8.3.1 If the Seller has accepted the amount claimed by the Purchaser or if the Seller and the Purchaser have agreed on another amount, the Seller shall pay such amount within 15 (fifteen) calendar days of such acceptance or agreement.
8.3.2 If the matter giving rise to a Claim has been decided by the competent court and the Seller has been ordered to pay any amount pursuant to any enforceable judgement, the Seller shall pay such amount within fifteen calendar days after such judgement has become res judicata.
8.3.3 All payments shall be made in accordance with such instructions as shall be notified by the Purchaser to the Seller.
Payment by the Seller. If the Closing Cash as finally determined pursuant to Section 2.4 hereof is less than the Estimated Cash, the Seller shall, within five (5) Business Days after the date the Closing Cash is finally determined under Section 2.4 hereof, deliver to the Purchaser by cashiers or certified check or wire transfer of immediately available funds an amount equal to such shortfall plus simple interest on such shortfall at a rate of 9% per annum from the Closing Date through the date of payment.
Payment by the Seller. At the Closing, Seller will pay an aggregate of $450,000.00 to the Company by a wire transfer of immediately available funds (a) of $300,000.00 to the Purchaser's account # 2000021496031, First Union Bank, ABA # 000000000 (the "Payment), and (b) of $150,000.00 to an Escrow Account established pursuant to the Escrow Agreement dated of even date herewith among the Seller, the Purchaser and Feltman, Karesh, Major & Xxxxxxx, all of which funds shall be used exclusively to pay existing third party creditors of the Company other than the Stockholders, as set forth on Schedule 2.3. Subject to Section 3.4(a), the Seller shall have no liability to any unpaid creditor of the Company including the Stockholders for any obligation incurred by the Company either before or following the Closing. If from and after July 24, 2000 the Seller has withdrawn any funds from the accounts of the Company for payments other than for payroll obligations to employees of the Company engaged in Rowayton, Connecticut (the "Employee Payments") and for payments authorized in writing by either Stockholder (the "Authorized Payments")(the "Non-
Payment by the Seller. If the Actual Closing Common Value is less than the Estimated Closing Common Value, the Seller will, within five (5) business days after the determination thereof, pay to the Purchaser an amount equal to the sum of (A) the Estimated Closing Common Value MINUS the Actual Closing Common Value PLUS (B) a fee on such difference from the Closing Date to the date of payment calculated using a rate equal to the Prime Rate. Such payment will be made by wire transfer or delivery of other immediately available funds.
Payment by the Seller. Without prejudice to the provisions of Schedule 3, if the Seller is liable for any breach of Warranties (except for breach of Warranties listed under 1.2 and 2.1 of Schedule 2) pursuant to Clause 6.2 or the Seller is obliged to indemnify pursuant to Clause 7.1, the Seller, at its sole discretion, shall have the option to:
(a) pay 50 per cent of the amount of the Claim to the Purchaser, on a dollar for dollar basis; or
(b) pay 100 per cent of the amount of the Claim directly to the Company or the relevant Subsidiary, on a dollar for dollar basis.
Payment by the Seller. If the Closing Net Working Capital as finally determined pursuant to Section 2.4 hereof is less than the Estimated Closing Net Working Capital, the Seller shall, within five (5) Business Days after the date the Closing Net Working Capital is finally determined under Section 2.4 hereof, deliver to the Purchaser by cashiers or certified check or wire transfer of immediately available funds an amount equal to such shortfall plus simple interest on such shortfall at a rate of 9% per annum from the Closing Date through the date of payment.
Payment by the Seller. If the Actual Net Asset Value is less --------------------- than the Baseline Net Asset Value, the Seller will, within five (5) Business Days after the determination thereof, pay to the Purchaser an amount equal to the excess of the Baseline Net Asset Value over the Actual Net Asset Value. Such payment will be made by wire transfer or delivery of other immediately available funds.
Payment by the Seller. If the Actual Working Capital is less than the Estimated Working Capital, the Seller will, within five (5) Business Days after the final determination thereof, execute and deliver written release instructions to the Escrow Agent to release to Purchaser from the Escrow Amount an amount equal to (A) the difference between the Estimated Working Capital and the Actual Working Capital plus (B) interest on the amount payable pursuant to clause (A) of this subsection (ii) from the Closing Date to the date of payment at an interest rate equal to the Prime Rate; provided, however, that the aggregate amount payable pursuant to this Section 2.4(c)(ii) with respect to Working Capital shall not exceed the Escrow Amount. If the Actual Secured Indebtedness is more than $16,250,000, then the Seller will, within five (5) Business Days after the final determination thereof, pay to the Purchaser or its designee an amount equal to the sum of (A) the Actual Secured Indebtedness minus $16,250,000 plus (B) interest on the amount payable pursuant to clause (A) from the Closing Date to the date of payment at an interest rate equal to the Prime Rate. The payment of any amounts due pursuant to the preceding sentence will be made by wire transfer or delivery of immediately available funds.
Payment by the Seller. If the Final Purchase Price Adjustment results in a Purchase Price less than that resulting from the Estimated Purchase Price Adjustment, the Seller shall within five (5) business days after the date the Final Purchase Price Adjustment is determined under Section 3.9, deliver to the Buyer Companies a wire transfer of immediately available funds in an amount equal to such deficiency amount.
