Payment to Parent. If the Final Adjustment Amount is less than the Estimated Adjustment Amount (the amount of such deficit being the "Deficit Adjustment"), the amount of such difference, if less than or equal to the Purchase Price Adjustment Escrow Fund (including any interest earned thereon), shall be paid to Parent by withdrawal of such amount from the Purchase Price Adjustment Escrow Fund, and the remainder, if any, of the Purchase Price Adjustment Escrow Fund shall be immediately distributed to the (A) Paying Agent, for further distribution to the Stockholders and the holders of Warrants and (B) Surviving Company, for further distribution to the holders of Stock Appreciation Rights, with each Equityholder receiving his, her or its pro rata amount thereof, equal to (A) such Equityholder's Applicable Percentage as set forth on Final Schedule I multiplied by (B) the Purchase Price Adjustment Escrow Fund (including any interest earned thereon), in each case, in accordance herewith and with the Escrow Agreement. If the Deficit Adjustment is greater than the Purchase Price Adjustment Escrow Fund, the Parent Parties shall be entitled only to the amount then in the Purchase Price Adjustment Escrow Fund and no further amount. The Purchase Price Adjustment Escrow Fund (including any interest earned thereon) shall be the sole recourse for, and the amount therein shall serve as the limit of, the Deficit Adjustment (other than any claim for actual and intentional fraud relating to the estimates delivered by the Company pursuant to Section 2.7(a)).
Payment to Parent. (a) The Company and Parent agree that if (i) (w) the Company shall fail to receive the requisite vote for adoption of this Agreement at the meeting of the Company's shareholders, (x) Parent or the Company shall terminate this Agreement pursuant to Section 6.1(e), (y) prior to the time of the meeting of the Company's shareholders meeting a bona fide Acquisition Proposal shall have become the subject of a public announcement or any person shall have publicly announced an intention to make a proposal or offer relating thereto and (z) within 12 months of such termination the Company enters into a definitive agreement with any third party with respect to or consummates any transaction contemplated by the definition of "Acquisition Proposal", or (ii) Parent shall terminate this Agreement pursuant to Section 6.1(f) or Section 6.1(c) (in the case of Section 6.1(c), as a result of a material breach by the Company of its obligations under Section 4.5(g) or (h) or as a result of a willful breach by the Company of its obligations under Section 4.6), the Company shall pay Parent an amount equal to $20,000,000; provided, however, that such amount shall equal $25,000,000 if (x) in the case of clause (i) above, such agreement shall be made or such transaction consummated with, or (y) in the case of clause (ii) above, an Acquisition Proposal shall be made by, one or more of American International Group, Inc., MGIC Investment Corporation, PMI Group Inc., Old Republic International Corporation or General Electric Company or any of their affiliates. Such payment shall be made (A) in the case of a termination contemplated by clause (i), prior to or concurrently with (and as a condition to) entering into such definitive agreement or, if earlier, consummating such transaction, or (B) in the case of a termination contemplated by clause (ii), promptly (but in any event within 2 business days) following the receipt by the Company of written notice of such termination from Parent.
Payment to Parent. Provided that neither Parent nor Buyer is in breach of or has failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, where such breach or failure would render Parent or Buyer, as the case may be, incapable of consummating the Transactions.
Payment to Parent. If Parent terminates this Agreement pursuant to Section 8.1.4(i) or (ii), then SBI shall reimburse Parent up to an aggregate of $1,000,000 for Parent’s reasonable documented out-of-pocket expenses in connection with the transactions contemplated by this Agreement. If (i) Parent terminates this Agreement pursuant to Section 8.1.4(iii), (ii) SBI has effected a Change in Recommendation and Parent or SBI terminates this Agreement pursuant to Section 8.1.2.3 or Section 8.1.2.4, or (iii) Parent or SBI terminate this Agreement pursuant to Section 8.1.2.3 and an Acquisition Proposal is publicly announced or made to the stockholders of SBI within nine (9) months after such termination and such Acquisition Proposal is ultimately completed, SBI shall pay, or cause to be paid to Parent, within five business days of the time of the earlier of (i) the execution by SBI of a definitive agreement related to such Acquisition Proposal or (ii) completion of such Acquisition Proposal, an amount in immediately available funds equal to $4,800,000 plus up to $1,000,000 of reasonable documented out-of-pocket expenses directly related to the Merger.
Payment to Parent. If any Parent Indemnified Person is entitled to the recovery of Damages pursuant to any Claim that is agreed to pursuant to Section 9.5(a), or a Contested Claim that is resolved pursuant to Section 9.5(c). Parent and the Stockholder Representative shall promptly take such actions as may be required to cause the Post-Closing Escrow Agent to make a disbursement from the Post-Closing Escrow Fund to Parent, including executing and delivering the appropriate joint disbursement instructions.
Payment to Parent. If any Buyer Indemnified Person is entitled to the recovery of Damages pursuant to any Claim that is agreed to pursuant to Section 7.5(a), or a Contested Claim that is resolved pursuant to Section 7.5(c), Parent, on its own behalf or on behalf of a Buyer Indemnified Person, shall be entitled under the terms of the Escrow Agreement to receive from the Indemnity Escrow the amount of Damages arising out of or resulting from such Claim as so determined pursuant to this Article VII (or, if less, the entire Indemnity Escrow) in accordance with the Escrow Agreement and Section 2.5(b) of this Agreement, and Parent, on its own behalf or on behalf of a Buyer Indemnified Person, shall be entitled to seek recovery against the Indemnity Policy for any portion of such Claim not covered by the Indemnity Escrow.
Payment to Parent. At the Closing, Buyer shall deliver to Parent an amount equal to (i) $160,000,000 (the “Closing Payment”), (ii) plus the amount of the Cash reflected on the Estimated Closing Statement, (iii) minus the amount of Debt reflected on the Estimated Closing Statement and (iv) plus the amount, if any, by which the Net Working Capital reflected on the Estimated Closing Statement is greater than $39,300,000 or minus the amount, if any, by which the Net Working Capital reflected on the Estimated Closing Statement is less than $37,300,000.
Payment to Parent. (i) For purposes of this Section 3.3, “
Payment to Parent. The Company agrees that if Parent or the Company terminates this Agreement pursuant to Section 8.1.7, then the Company shall pay to Parent $1,000,000 as damages for such termination and such payment shall constitute liquidated damages and not a penalty. Such liquidated damages shall not apply to any other termination or any other damages claim under this Agreement. Any cash payment required to be made pursuant to this Section 8.3 shall be made immediately upon the occurrence of the applicable event, by wire transfer of immediately available funds to an account designated by Parent, and termination of the Company's obligations under this Section 8.3 shall not occur until such payment shall have been made pursuant hereto.
