Payment of the Closing Price of Towers Zweite Sample Clauses

Payment of the Closing Price of Towers Zweite. The Closing Price for 100% of the Shares of Towers Zweite shall be an amount in cash (in Euros) equal to the Preliminary Purchase Price II plus (if the Second Closing Date determined pursuant to Clause 6.1.1 is not the Closing Date II but is any date after Closing Date II) the Estimated Zweite Adjustment, if a positive number, or, alternatively, if a negative number, minus the absolute value of such number. The Seller shall notify the Buyer of the Closing Price of Towers Zweite promptly upon receiving the notification of the Preliminary Purchase Price II from Telefónica Germany in accordance with the German SPA. The Closing Price of Towers Zweite (i.e. the Preliminary Purchase Price II plus/minus the Estimated Zweit Adjustment, if applicable) shall be paid as follows: (i) If the Second Closing Date occurs on the same date as the Closing Date II, the Closing Price of Towers Zweite (i.e., the Preliminary Purchase Price II) shall be paid in cash (in Euros) by the Buyer directly to Telefónica Germany on such date, in satisfaction of the Preliminary Purchase Price II, on the terms and conditions of the German SPA, on behalf of, and with full indemnity of, the Seller, in which case the payment obligations of the Buyer with respect to the Closing Price of Towers Zweite pursuant to this Agreement shall be fully complied with. (ii) If the Second Closing Date occurs on any date after the Closing Date II, (i) the Preliminary Purchase Price II shall be paid by the Seller to Telefónica Germany on the terms and conditions of the German SPA, and (ii) the Closing Price of Towers Zweite shall be paid in cash (in Euros) by the Buyer to the Seller on the Second Closing Date on the terms and conditions set forth in this Agreement. In each case, the amounts shall be paid in full, without any deduction, withholding, set-off, retention or counterclaim.
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