Payment to Purchaser Sample Clauses
Payment to Purchaser. If the Estimated Closing Working Capital is greater than the Final Closing Working Capital, then an amount equal to (i) the Estimated Closing Working Capital, less (ii) the Final Closing Working Capital (the “Working Capital Shortfall”) shall be due to Purchaser from the Sellers by a distribution from the Adjustment Escrow Fund. In addition, if the Estimated Closing Deferred Revenue is less than the Final Closing Deferred Revenue, then an amount equal to fifteen and one-half percent (15.5%) of the difference between (A) the Final Closing Deferred Revenue and (B) the Estimated Closing Deferred Revenue (the “Deferred Revenue Shortfall”) shall be due to Purchaser from the Sellers by a distribution from the Adjustment Escrow Fund. Accordingly, within three (3) Business Days after the determination of the Final Closing Working Capital and Final Closing Deferred Revenue in accordance with Section 1.6(b), Purchaser and the Seller Representative shall jointly instruct the Escrow Agent to make payment from the Adjustment Escrow Fund by wire transfer of immediately available funds to Purchaser in the amount equal to the Working Capital Shortfall and Deferred Revenue Shortfall, as applicable (and subject to Section 1.6(e)), and release the balance of the Adjustment Escrow Fund, if any, by wire transfer of immediately available funds to the Seller Representative; provided that if the Working Capital Shortfall and Deferred Revenue Shortfall, if applicable, exceeds the Adjustment Escrow Fund, then the Sellers shall jointly and severally be responsible for paying such excess to Purchaser by wire transfer of immediately available funds to an account designated in writing by Purchaser to the Seller Representative, and if that payment is not made within three (3) Business Days after the final determination of Final Closing Working Capital and Final Closing Deferred Revenue, Purchaser may, at its sole discretion (i) pursue any and all claims, rights or remedies available to Purchaser at law or in equity to obtain payment of the excess shortfall due to Purchaser bearing interest at the annual rate of 12.5%, (ii) require the Sellers to issue a demand promissory note to Purchaser on terms reasonably acceptable to Purchaser but bearing interest at an annual rate of not more than 12.5%, (iii) proceed against the Indemnification Escrow Fund for such excess shortfall, provided, however, that any such distribution from the Indemnification Escrow Fund shall not relieve the Sellers of...
Payment to Purchaser. Unless otherwise provided herein, any payment to be made to the Purchaser pursuant to the Transaction Documents shall be made in US$ by electric transfer of funds for same day value to the following account of the Purchaser: Bank Name: Bank of America, Tampa Florida USA Bank Swift Code: Beneficiary Name: Syniverse Technologies, Inc. Account Number: Bank Routing Number: Bank Telephone:
Payment to Purchaser. In the event of any payment obligation under the foregoing provisions of this article 5, and with the consent of both Sellers, instead of such payment a substitute payment may be made to the Purchaser if it puts the Seller entitled to receive such payment in effectively the same position as if it had received the payment it is entitled to, directly.
Payment to Purchaser. Purchaser shall have the right to secure reimbursement for costs and liabilities incurred for which indemnification is provided hereunder, from the Escrow Holder on a quarterly basis in accordance with the Escrow Agreement.
Payment to Purchaser. Except as provided in this Article 5, Company will not make and Purchaser will not accept, at any time while any Senior Indebtedness is owing (a) any payment upon any Subordinated Indebtedness, or (b) any advance, transfer or assignment of assets to Purchaser in any form whatsoever that would reduce at any time or in any way the amount of Subordinated Indebtedness. Notwithstanding the foregoing, the Company may make regularly scheduled cash payments of principal and interest to Purchaser as required under the Note; provided, no direct or indirect payment by or on behalf of the Company of principal or interest on the Subordinated Indebtedness, whether pursuant to the terms of the Note, upon acceleration or otherwise, shall be made if at the time of such payment there exists an Event of Default under the Senior Indebtedness and such default shall not have been cured by the Company or waived by Senior Creditor in writing, and further provided, exercise of conversion rights under the Note shall be allowed at any time. Upon the occurrence of such cure or waiver, payment of scheduled principal and interest on the Note shall be resumed. In the event of any distribution, division, or application, whether partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of Company's assets, or the proceeds of Company's assets, in whatever form, to creditors of Company or upon any indebtedness of Company, whether by reason of liquidation, dissolution or other winding-up of Company, or by reasons or any execution sale, receivership, insolvency, or bankruptcy proceeding, assignment for the benefit of creditors, proceedings for reorganization, or readjustment of Company or Company's properties, then and in such event, (a) the Senior Indebtedness shall be paid in full before any payment is made upon the Subordinated Indebtedness, and (b) all payments and distributions, of any kind or character and whether in cash, property, or securities, which shall be payable or deliverable upon or in respect of the Subordinated Indebtedness shall be paid or delivered directly to Senior Creditor for application in payment of the amounts then due on the Senior Indebtedness until the Senior Indebtedness shall have been paid in full. The Senior Creditor is hereby authorized to file an appropriate claim for and on behalf of the Purchaser on account of the Subordinated Indebtedness if Purchaser does not file, and there is not otherwise filed on behalf of t...
Payment to Purchaser. Seller shall pay to Purchaser the Net Payment Amount by wire transfer of immediately available funds to the following account: Bene: J.P. Morgan Europe Limited, London (CHASGB22) Bank: ▇.▇. Morgan AG, Frankfurt Swift: CHASDEFX Acct#: 6001600037 ▇▇▇: Milacron payment to Kennametal Inc. Seller shall pay the Net Payment Amount no later than February 24, 2003 (the date of such payment, the "Payment Date").
Payment to Purchaser. If the Estimated Inventory Value is greater than the Actual Inventory Value, then Purchaser and Seller shall jointly instruct the Title Company to release to Purchaser, in Immediately Available Funds, an amount equal to the Inventory Value Difference. If the amount of Bid Deposit is insufficient to satisfy the Inventory Value Difference, then Seller shall pay directly to Purchaser in Immediately Available Funds on the same date as the Bid Deposit is released to Purchaser pursuant to this Section, the unpaid remaining Inventory Value Difference.