Payment of Transfer Consideration Sample Clauses

Payment of Transfer Consideration. The Parties acknowledge that the above Transfer Consideration will be paid in the following manner: 3.2.1 The Renminbi equivalent to US$100,000,000 in the Transfer Consideration (the “Cash Consideration”) shall be paid by the Transferee to the Transferors in cash according to the following payment schedule and arrangements: (1) 20% of the Cash Consideration (i.e. RMB equivalent to US$[*] (calculated based on the middle price between the US Dollars and Renminbi published by the People’s Bank of China on the actual payment date of the first Cash Consideration) (the “First Cash Consideration”, subject to the adjustment mechanism set forth in Section 3.2.1 (1) (iii) below) shall be paid by the Transferee at the following mechanism and time to the Transferor’s Designated Bank Account (as defined below): (i) If the business integration (as defined in Section 7.3 hereof) is completed within three (3) months after the Closing Date and based on the mechanism set forth in Section 7.3 hereof, the First Cash Consideration shall be paid within fifteen (15) Business Days after the expiration of three (3) months after the Closing Date; (ii) If the business integration does not completed in accordance with the mechanism set forth in Section 7.3 hereof within three (3) months after the Closing Date, the First Cash Consideration shall be paid within fifteen (15) Business Days after the business integration is completed in accordance with the mechanism set forth in Section 7.3 hereof; (iii) For the avoidance of doubt, the Transferors and Uxin Group Companies hereby understand, acknowledge and agree that the First Cash Consideration shall be subject to the following adjustment mechanism: (x) With respect to the cooperation agreement entered into among Xxx Xxxx, Youyuan (Beijing) Information Technology Co., Ltd. and Wuba Finance Lease on August 1, 2019, if there are relevant fees and amounts payable by Xxx Xxxx and Youyuan (Beijing) Information Technology Co., Ltd. to Wuba Finance Lease which have not been paid (the “Outstanding Cooperation Agreement Amount”) under such cooperation agreement, the amount of all outstanding Cooperation Agreement Amounts payable as of the date of payment of the First Cash Consideration shall be deducted from the amount of the First Cash Consideration; (y) As of the payment date of the First Cash Consideration, if there are funds and/or assets (including, without limitation, vehicles and disposal proceeds of such assets) received by any Transferor...

Payment of Transfer Consideration. 3.2.1 The Purchaser shall pay the Transfer Consideration to the bank account designated in the payment notice issued by the Transferor under Article 4.1.14, on the Closing Date. 3.2.2 The Transferor shall make written confirmation to the Purchaser on the date when it receives the Transfer Consideration from the Purchaser.

Payment of Transfer Consideration. 3.4.1 The Transfer Consideration shall be paid as follows: (a) Within twenty-five (25) business days after all conditions precedent set forth in Section 1 of Schedule C-1 hereto are satisfied or not satisfied but waived by the Purchaser, and each Transferor has opened a Two-to-sign Account and given a payment notice stating information about the Two-to-sign Account and the amount of the First Tranche of Transfer Consideration, the Purchaser shall (x) pay RMB54,530,353 to the Two-to-sign Account opened by XXXX Xxx as the first tranche of the Base Transfer Consideration for XXXX Xxx, and (y) pay RMB14,536,605 to the Two-to-sign Account opened by XXX Xxxxx as the first tranche of the Base Transfer Consideration for XIN Yihua (together, the “First Tranche of Transfer Consideration”, and the date when the First Tranche of Transfer Consideration is paid is hereinafter referred to as the “First Tranche Payment Date”). (b) On the Closing Date, the Purchaser shall (x) pay RMB73,057,983 of the Base Transfer Consideration for XXXX Xxx to the bank account designated in the payment notice given by XXXX Xxx in accordance with Section 2.14 of Schedule C-1 (“Designated Account of XXXX Xxx”) and (y) pay RMB8,644,970 of the Base Transfer Consideration for XIN Yihua to the bank account designated in the payment notice given by XXX Xxxxx in accordance with Section 2.14 of Schedule C-1 (“Designated Account of XXX Xxxxx”) (together, the “Second Tranche of Transfer Consideration”). For the avoidance of doubt, where XXXX Xxx or XIN Xxxxx makes any refund to the Purchaser from his Two-to-sign Account in accordance with Section 2.7 of Schedule C-1, any amount in such refund that is the First Tranche of Transfer Consideration (excluding interest accrued in such Two-to-sign Account) shall also be paid to XXXX Xxx or XXX Xxxxx as the case may be on the Closing Date. (c) Within twenty-five (25) business days after all conditions precedent set forth in Section 3 of Schedule C-1 hereto are satisfied or not satisfied but waived by the Purchaser, the Purchaser shall (x) pay RMB63,981,748 to the Designated Account of XXXX Xxx as the third tranche of the Base Transfer Consideration for XXXX Xxx, and (y) pay RMB19,120,983 to the Designated Account of XXX Xxxxx as the third tranche of the Base Transfer Consideration for XXX Xxxxx (together, the “Third Tranche of Transfer Consideration”, and the date when the Third Tranche of Transfer Consideration is paid is hereinafter referred to as the “Thi...

Payment of Transfer Consideration. (1) First Installment of the Transfer Consideration Within ten (10) Business Days after the execution of this Agreement or other time as agreed between the Transferors and the Transferee, the Transferee shall arrange the payment of the First Installment of the Transfer Consideration equivalent to US$75 million (the “First Installment of Transfer Consideration”) in accordance with the mechanism set forth in Appendix XXIV hereto (for the avoidance of doubt, if the conditions precedent set forth in Article 4.3 fail to be satisfied within ten (10) Business Days after the execution of this Agreement or other periods otherwise agreed by the Transferors and the Transferee, the time for the First Installment of the Transfer Consideration paid by the Transferee in accordance with this Agreement shall be extended accordingly). (2) Second Installment of the Transfer Consideration On (x) completion of the Underlying Assets Review and the Underlying Assets Review Financial Report and determination of the amount of the Second Installment of the Transfer Consideration which is final and binding upon both the Transferors and the Transferee in accordance with Article 3.2 above; and (y) within ten (10) Business Days after the satisfaction of all the conditions precedent set forth in Article 4.4, the Transferee shall pay the Second Installment of the Transfer Consideration in cash, i.e. the RMB equivalent of US$[*] million (the “Second Installment of the Transfer Consideration”). The aforesaid RMB equivalent of US$[*] million shall be subject to the condition that neither the Benchmark Net Working Capital nor the Underlying Assets Review Net Working Capital (as hereinafter defined) shall be lower than 0; failing which, the aforesaid amount shall be adjusted in accordance with Article 3.4 and be paid to the bank account designated by the Transferors.

Payment of Transfer Consideration. 3.2.1 The Purchaser shall pay the balance of the Transfer Consideration net of the Taxes and fees to the bank account designated in the payment notice issued by the Transferor under Article 4.1.12, on the Closing Date and after the completion of withholding relevant Taxes and fees in accordance with Article 3.3. 3.2.2 The Transferor agrees and acknowledges that (1) the payment period applicable to the Purchaser shall be extended accordingly and it shall not be deemed as a breach by the Purchaser under the Transaction Documents and the Remaining Share Transaction Documents, if, due to foreign exchange regulatory requirements, the Purchaser makes such payment beyond the payment period set forth in the Transaction Documents and/or the Remaining Share Transaction Documents or is late in making such payment; and (2) if the conditions precedent to payment for the transaction hereunder fail to be satisfied due to regulatory reasons of the Governmental Authority, then the Parties shall negotiate a resolution amicably (including but not limited to adjusting the arrangement for the Transaction hereunder), so as to facilitate the consummation of the Acquisition Transaction. 3.2.3 The Transferor shall make written confirmation to the Purchaser on the date when it receives the Transfer Consideration from the Purchaser.

Payment of Transfer Consideration. 3.3.1 The Transfer Consideration shall be paid as follows: (a) Within twenty-five (25) business days after all conditions precedent set forth in Article 4.1 hereof are satisfied or not satisfied but waived by the Purchaser, and the Transferor has opened a Two-to-sign Account and given a payment notice to the Purchaser stating information about the Two-to-sign Account and the amount of the First Tranche of Transfer Consideration, the Purchaser shall pay RMB4,606,760 to the Two-to-sign Account opened by the Transferor as the first tranche of the Transfer Consideration (the “First Tranche of Transfer ​ Consideration”) (b) The Purchaser shall pay RMB18,427,039 as the second tranche of the Transfer Consideration (the “Second Tranche of Transfer Consideration”) to the bank account designated in the payment notice issued by the Transferor under Article 4.2.9, on the Closing Date. The Transferor agrees and acknowledges that the Transaction is part of the Purchaser’s acquisition of the 100% equity in the Target Company, and as the Remaining Share Transaction involves payment to overseas transferors, it shall not be deemed as a breach by the Purchaser under the Transaction Documents and the Remaining Share Transaction Documents, if, due to foreign exchange regulatory requirements, the Purchaser makes such payment beyond the payment period set forth in the Remaining Share Transaction Documents or is unable to make such payment, in which case, the Parties shall negotiate a resolution amicably. 3.3.2 The Transferor shall make written confirmation to the Purchaser on the date when he receives the Transfer Consideration from the Purchaser.

Payment of Transfer Consideration. 3.2.1 The Purchaser shall pay the Transfer Consideration to the bank account designated in the payment notice issued by the Transferor under Article 4.1.12, on the Closing Date. The Transferor agrees and acknowledges that the Transaction is part of the Purchaser’s acquisition of the 100% equity in the Target Company, and as the Remaining Share Transaction involves payment to overseas transferors, it shall not be deemed as a breach by the Purchaser under the Transaction Documents and the Remaining Share Transaction Documents, if, due to foreign exchange regulatory requirements, the Purchaser makes such payment beyond the payment period set forth in the Remaining Share Transaction Documents or is unable to make such payment, in which case, the Parties shall negotiate a resolution amicably. 3.2.2 The Transferor shall make written confirmation to the Purchaser on the date when it receives the Transfer Consideration from the Purchaser.

Payment of Transfer Consideration. 4.1 The Transfer Consideration shall be paid by the Buyer to the Seller in common shares of the Company within 5 working days of contract signed, which is US$0.272 per share. 4.2 The number of Shares to be issued to Seller is 2,757,353. 4.3 For the purposes of this Clause 4:

Payment of Transfer Consideration. At the Closing, Holding and Yoshida shall deliver to Parent certificates representing the Transfer Consideration Shares duly endorsed to Parent, which delivery shall result in the cancellation of the Transfer Consideration Shares. Parent and Yoshida hereby waive any and all rights they have had with respect to the Transfer Consideration Shares.

Payment of Transfer Consideration. 4.1 The Transfer Consideration shall be paid by the Buyer to the Seller in instalments, with each instalment payable not later than thirty (30) days after the end of 31 December in each calendar year. 4.2 Each instalment shall be in an amount equal to fifty percent (50%) of the net sale proceeds of the Codes sold during each calendar year, and for this purpose, not later than fifteen (15) days immediately after 31 December of such calendar year, the Buyer shall deliver to the Seller a statement certifying the total sales of the Codes in such calendar year, and such statement shall, absent manifest error be binding on the parties hereto. In no circumstances shall the aggregate of instalments exceed the Transfer Consideration. 4.3 All payments shall be made in US Dollars (or HK Dollar equivalent) and in free and clear funds without set off or deduction on account of any other amount whatsoever and to such account in Hong Kong as the Seller has notified to the Buyer in writing. 4.4 Not later than thirty (30) days after the Expiry Date, the Buyer shall procure that any and all balance outstanding of the Transfer Consideration as at the Expiry Date (the “Relevant Balance”), shall be paid and discharged by the issue or delivery to the Seller of ordinary issued stock of the Company, credited as fully paid, in cancellation of any further liability of the Buyer to pay the Relevant Balance. 4.5 The number of Shares to be issued or delivered shall be an amount equal to (i) the Relevant Balance; divided by (ii) the VWAP of the Shares for the period of twenty (20) Trading Days immediately preceding the Expiry Date, provided always that in no circumstances shall Shares be issued or delivered hereunder to the Seller in excess of nineteen percent (19%) of the issued and outstanding ordinary Shares of the Company. 4.6 For the purposes of this Clause 4: