Payment Shortfall. If the amount of principal and/or interest then due for payment is not paid in full (otherwise than by reason of a deduction required by law to be made or by reason of a FATCA Withholding or a certification required by the terms of a Note not being received), (i) the Paying Agent to which a Note or Coupon (as the case may be) is presented for the purpose of making the payment shall, unless the Note is a NGN, make a record of the shortfall on the relevant Note or Coupon and the record shall, in the absence of manifest error, be prima facie evidence that the payment in question has not to that extent been made or (ii) in the case of any Global Note which is a NGN, the Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such shortfall in payment.
Payment Shortfall. Notwithstanding the foregoing, if the Paying Agent pays any amounts to the Holders of Notes at a time when it has not received payment in full in respect of the Notes (the excess of the amounts so paid over the amounts so received being the “Shortfall”), the Company shall, in addition to paying amounts due under Section 5.02 hereof, pay to the Paying Agent on demand interest (at a rate which represents the Paying Agent’s cost of funding the Shortfall) on the Shortfall (or the unreimbursed portion thereof) until the receipt in full by the Paying Agent of the Shortfall.
Payment Shortfall. In the event that Interconnection Customer’s payment(s) paid in accordance with this Agreement is less than the amount of SCE’s charges and expenses incurred or irrevocably committed to be incurred pursuant to this Agreement, then Interconnection Customer shall pay the difference, without interest, within thirty (30) Calendar Days of the date of receipt of a final invoice, without offset for any amount which may be in dispute. If Interconnection Customer fails to pay the final invoice, SCE shall also have the right to draw on the Interconnection Financial Security for any payment shortfall. For Network Upgrades, the Interconnection Customer will be invoiced and/or SCE shall have the right to draw on the Interconnection Financial Security for any payment shortfall up to the Interconnection Customer’s maximum cost responsibility.
Payment Shortfall. If the Estimated Merger Consideration is less than the final Merger Consideration (such difference, a “Payment Shortfall”), then (A) Parent shall pay to the holders of Company Securities an aggregate amount (after deducting any applicable fees and expenses of the Accounting Firm payable by the holders of the Company Securities (if any) in accordance with Section 3.02(c)) equal to the Payment Shortfall, to be distributed based on their respective rights to receive the Merger Consideration and (B) each Recipient, as appropriate and depending upon such Recipient’s interest in and to the Escrow Fund, shall receive from such fund such Recipient’s relative interest in the Escrow Fund pursuant to the Escrow Agreement.
Payment Shortfall. If the final Aggregate Purchase Price exceeds the Estimated Purchase Price (a “Payment Shortfall”), then within five (5) Business Days of the final determination of the Aggregate Purchase Price, Purchaser shall pay the Payment Shortfall to Sellers.
Payment Shortfall. If the Estimated Merger Consideration is LESS THAN the final Merger Consideration (such difference, a "PAYMENT SHORTFALL"), then (A) Parent shall pay to the holders of Company Securities an aggregate amount (after deducting any applicable fees and expenses of the Accounting Firm payable by the holders of the Company Securities (if any) in accordance with Section 3.02(c)) equal to the Payment Shortfall, to be distributed based on their respective rights to receive the Merger Consideration and (B) each Recipient, as appropriate and depending upon such Recipient's interest in and to the Escrow Fund, shall receive from such fund such Recipient's relative interest in the Escrow Fund pursuant to the Escrow Agreement.
Payment Shortfall. Subject to the penultimate sentence of this Section 3.02(c), if the Estimated Merger Consideration is less than the final Merger Consideration (a "PAYMENT SHORTFALL"), then each Recipient, as appropriate and depending upon such Recipient's interest in and to the Net Asset Value Escrow Account and the Estimated $33.30 Option Spread Escrow Account (if any), shall receive from such accounts (after deducting the applicable portion of the fees and expenses of the Accounting Firm in accordance with Section 3.02(b)) such Recipient's relative interest in the Payment Shortfall pursuant to the Escrow Agreement. In addition, in the event of a Payment Shortfall, the Surviving Corporation shall pay to the holders of Company Securities such excess based on their respective rights to receive the final Merger Consideration.
Payment Shortfall. If the amount of principal and/or interest then due for payment is not paid in full (otherwise than by reason of a deduction required by law to be made or by reason of a FATCA Withholding or a certification required by the terms of a Bond not being received), the Paying, Transfer and Conversion Agent to which a Bond is presented for the purpose of making the payment shall make a record of the shortfall on the relevant Bond and the record shall, in the absence of manifest error, be prima facie evidence that the payment in question has not to that extent been made.
