Payment of Balance of Deferred Payment Sample Clauses

Payment of Balance of Deferred Payment. Buyer shall pay to Stockholder ninety (90) days after the end of the Guaranty Period any positive Deferred Payment balance (after any adjustments under Section 3.4.2) remaining after subtracting the QRR Guaranty Payment. Any disputes regarding the QRR Guaranty Payment and Deferred Payment shall be resolved in accordance with Section 20.10. Stockholder shall notify Buyer of any dispute relating to the QRR Guaranty Payment within fourteen (14) days after delivery of the schedule. If the QRR Guaranty Payment exceeds the Deferred Payment, then Buyer shall have no obligation to pay any of the Deferred Payment to Stockholder, and Stockholder shall have no obligation to pay to Buyer the amount by which the QRR Guaranty Payment exceeds the Deferred Payment.
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Payment of Balance of Deferred Payment. Buyer shall instruct Escrow Agent to pay to Stockholders in sufficient shares of Pro One Stock, in accordance with their ownership percentage of SHI Stock, seventy (70) days after the end of the Guaranty Period any positive Deferred Payment balance (after any adjustments under Section 3.3.2) remaining after subtracting the QRR Guaranty Payment. Seventy (70) days after the end of the Guaranty Period, Escrow Agent shall pay to Buyer in sufficient shares of Pro One Stock the amount of the Deferred Payment equal to the QRR Guaranty Payment and such shares shall thereupon be canceled by Parent. In the event the share certificates of Pro One Stock need to be reissued in order to allow distribution of the QRR Guaranty Payment to Buyer and distribution of the remaining positive Deferred Payment to Stockholders, Escrow Agent shall deliver to Buyer sufficient share certificates of Pro One Stock, to enable Buyer to obtain sufficient shares of Pro One Stock reissued, to the extent practicable, one-half in increments of one thousand (1000) share certificates and one-half in increments of five thousand (5000) share certificates to make the payments due to the parties hereunder. Rather than issue fractional shares of Pro One Stock, Buyer will pay to the Escrow Agent in cash the amount of any fractional shares of Pro One Stock to which any of the Stockholders would be entitled. For purposes of calculating the number of shares of Pro One Stock which from which the QRR Guaranty Payment will be deducted, each share of Pro One Stock will be valued at the Closing Value, rather than the current market value or trading price at the end of the Guaranty Period. Any disputes regarding the QRR Guaranty Payment and Deferred Payment shall be resolved in accordance with Section 15. Stockholders shall notify Buyer and Escrow Agent of any dispute relating to the QRR Guaranty Payment within fourteen (14) days after delivery of the schedule. If there is such a dispute, the Escrow Agent shall not deliver to any party any payment of the Deferred Payment or QRR Guaranty Payment, except for any sums mutually agreed to by Stockholders and Buyer, until the dispute has been resolved by arbitration and all time periods for appealing any arbitrator's award have expired or upon written confirmation to the Escrow Agent that the parties have resolved the dispute. If the QRR Guaranty Payment exceeds the Deferred Payment, then Buyer shall have no obligation to pay any of the Deferred Payment to Stockhol...

Related to Payment of Balance of Deferred Payment

  • Deferred Payment “Deferred Payment” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A.

  • Deferred Payments “Deferred Payments” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries), that in each case, when considered together, are considered deferred compensation under Section 409A.

  • Distributions and Interest Amount (i) Interest Rate. "Interest Rate" for any day means, the Federal Funds Overnight Rate. For the purposes hereof, "Federal Funds Overnight Rate" means, for any day, an interest rate per annum equal to the rate published as the Federal Funds Effective Rate that appears on Telerate Page 118 for such day.

  • Returned Payment Fee If your account is subject to a Returned Payment Fee, the fee will be charged to your account when a payment is returned for any reason.

  • Income Payments (a) Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Asset subject to that Transaction, such Income shall be the property of Buyer. The Seller shall (i) segregate all Income collected by or on behalf of the Seller on account of the Purchased Assets and shall hold such Income in trust for the benefit of Buyer that is clearly marked as such in the Seller’s records and (ii) deposit all Income with respect to each Purchased Asset after the related Purchase Date and before the related Repurchase Date into the Collection Account within three (3) Business Days of receipt. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, neither Seller nor any Person acting on its behalf (as a servicer or otherwise) shall have an obligation to deposit any amounts into the Collection Account; provided that any Income received by the Seller while the related Transaction is outstanding shall be deemed to be held by the Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date. (b) Notwithstanding anything to the contrary set forth herein, upon receipt by Seller of any prepayment of principal in full with respect to a Purchased Asset, Seller shall (i) provide prompt written notice to Buyer of such prepayment, and (ii) remit such amount to Buyer and Buyer shall apply such amount received by Buyer plus accrued interest on such amount against the Repurchase Price of such Purchased Asset pursuant to Sections 4(a)(i) and 6(d) but not on a pro rata basis.

  • Payment of Contributions The College and eligible academic staff members of the plan shall each contribute one-half of the contributions to the Academic and Administrative Pension Plan.

  • Principal Payments (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date. (b) Except as otherwise provided in Section 3.1, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time. (c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.

  • Payment of Trust Expenses The Trustees are authorized to pay or to cause to be paid out of the principal or income of the Trust, or partly out of principal and partly out of income, and according to any allocation to a particular Series and Class made by them pursuant to Section 6.1(f) hereof, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the business and affairs of the Trust or in connection with the management thereof, including, but not limited to, the Trustees' compensation and such expenses and charges for the services of the Trust's officers, employees, Investment Adviser, Administrator, Distributor, Principal Underwriter, auditor, counsel, Custodian, Transfer Agent, Dividend Disbursing Agent, Accounting Agent, Shareholder Servicing Agent, and such other agents, consultants, and independent contractors and such other expenses and charges as the Trustees may deem necessary or proper to incur.

  • Tax-Deferred Earnings The investment earnings of your Xxxx XXX are not subject to federal income tax as they accumulate in your Xxxx XXX. In addition, distributions of your Xxxx XXX earnings will be free from federal income tax if you take a qualified distribution, as described below.

  • Principal Payment The Borrower shall fail to pay any principal of any Note when the same becomes due and payable as set forth in this Agreement;

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