Payments by Buyer for Crude Oil purchased hereunder shall be based on the applicable Purchase Price, the volumes delivered by Sellers, and 100% of the interest shown on Exhibit A attached hereto, less state taxes which are withheld by Buyer. All payments shall be wired to Plains Resources for the account of the Sellers in accordance with written instructions from Plains Resources. Such wire transfers shall be made on the twentieth day of the month following the month of actual receipt of Crude Oil; provided that, if the twentieth day of the month falls on a Sunday or a banking holiday, payment will be made on the following Business Day, or if the twentieth day of the month falls on a Saturday, payment will be made on the preceding Business Day.
Payments by Buyer. Buyer will (i) pay to Seller the purchase consideration set forth in Section 2.2(a) against delivery of duly executed membership unit or interest powers in form satisfactory to Buyer with respect to the sale of Newco Interests except the Rollover Newco Interests and (ii) issue the Exchangeable Shares, against delivery of duly executed membership unit or interest powers in form satisfactory to Buyer with respect to the contribution of Rollover Newco Interests, which such Newco Interests and Rollover Newco Interests will be free and clear of all Encumbrances (other than Encumbrances arising under applicable federal and state securities Law), as follows:
(a) On the Closing Date:
(i) the Closing Cash Payment will be paid by Buyer to Seller in cash by wire transfer to such accounts as Seller may designate in writing to Buyer in advance of the Closing; and
(ii) the Closing Indebtedness and the Seller Transaction Expenses will be paid (on behalf of the Companies or the Seller) by Buyer in cash by wire transfer to the applicable holders or payees thereof, and Seller will obtain and deliver to Buyer debt payoff letters evidencing the outstanding amounts of the Closing Indebtedness as Buyer may reasonably request; and
(b) On the Closing Date, the Promissory Note will be delivered to Seller, in the principal amount of US $4,500,000. The Promissory Note will be guaranteed by the SPAC and secured by a first priority (subject to the immediately following sentence) lien on all or substantially all of the assets of Newco (including the Transferred Assets). Such security interest of Seller will be subordinated only to the Xxxxxx Loan which is being assumed by Buyer and any bona fide senior bank credit facility of the SPAC, Buyer or Newco from time to time; provided that the provider or issuer of any senior bank credit facility is not an Affiliate of the SPAC or Buyer, nor any of their respective owners, directors, officers, managers, or employees).
(c) On the Closing Date:
(i) Exchangeable Shares valued at US $5,500,000 (which the Parties have agreed will be valued at US$22.00 per share will be registered in Seller’s names (as further set forth in subparagraphs (ii), (iii) and (iv) below) in exchange for the contribution of the Rollover Newco Interests;
(ii) 102,273 Exchangeable Shares will be issued and be subject to a six (6) month lock-up in favor of the SPAC such that they will not be able to be sold, transferred, pledged, exchanged or otherwise dealt with, directly o...
Payments by Buyer. Subject to the terms and conditions hereof, upon the Closing, Buyer shall deliver to Seller the Purchase Price in immediately available funds by wire transfer to an account of Seller or other Person (on Seller's behalf) as designated by Seller by written notice to the Buyer.
Payments by Buyer. Merger Sub and the Surviving Corporation Notwithstanding anything to the contrary herein, any payments made by or on behalf of Buyer, Merger Sub or, after the Closing, the Surviving Corporation, pursuant to the terms of this Agreement at the direction of the Holders’ Representative or, at or prior to the Closing, the Company, shall be deemed to satisfy and discharge in full all of Buyer’s, Merger Sub’s and the Surviving Corporation’s obligations and liability to the Holders’ Representative and the Holders under this Agreement with respect thereto, regardless of whether such payments are further distributed or paid to any Holder.
Payments by Buyer. Subject to the terms and conditions of this Agreement, at the Closing, Buyer will pay the Purchase Price by wire transfer in accordance with Section 3.1.
Payments by Buyer. Buyer may make any payment required to be made by it to any Seller to any account designated by such Seller in writing delivered to Buyer and any such payment by Buyer to any such account shall be deemed to satisfy such payment obligation to such Seller. Buyer shall have no liability or obligation with respect to the allocation among Sellers, any of their respective Affiliates or any other current or former holder of any limited liability company interests or other equity interests in the Target Group Entities, the Fund GP or the Fund of any amount paid or payable by Buyer pursuant to this Agreement.
Payments by Buyer. Contemporaneous with the execution and delivery hereof, Sellers shall receive from Buyer a compensation agreement to be issued by Buyer pursuant to this Agreement and all of the cash required to be paid by Buyer in accordance with Section 1.2 hereof. Each Seller shall receive such Seller's pro-rata interest (based on the total number of Rights owned by such Seller as of the date hereof and the total number of Rights issued and outstanding as of the date hereof) in the aggregate Purchase Consideration.
Payments by Buyer. In the case of a purchase order properly canceled, in whole or in part, Buyer shall be responsible for and shall pay to Seller within fifteen (15) days after receipt of an invoice from Seller the sum of (1) the purchase price for all canceled Products which have been completed by Seller as of the date Seller receives Buyer's notice of cancellation, and (2) the actual direct labor and material costs incurred by Seller for all work in process for canceled Products as of the date Seller receives Buyer's notice of cancellation, and (3) to the extent not included in clause (2), Seller's actual cost of all components purchased for the canceled Products, and (4) re-stocking charges, and (5) other commercially reasonable costs incurred by Seller due to such cancellation.
Payments by Buyer. If (i) the Estimated Indebtedness is greater than the Actual Indebtedness, (ii) the Actual Cash is greater than the Estimated Cash, (iii) the Actual Net Accounts is greater than the Estimated Net Accounts or (iv) the Actual Inventory is greater than the Estimated Inventory, Buyer shall pay to Seller, within ten (10) Business Days after determination of the Actual Indebtedness, Actual Cash, Actual Accounts Payable, Actual Accounts Receivable, Actual Net Accounts and Actual Inventory, an amount (the “Upward Adjustment Amount”) equal to (w) the excess, if any, of the Estimated Indebtedness over the Actual Indebtedness, (x) the excess, if any, of Actual Cash over Estimated Cash, as applicable, (y) the excess of the Actual Net Accounts over the Estimated Net Accounts, such amount not to exceed the excess of the Minimum Net Accounts over the Estimated Net Accounts (for the avoidance of doubt, if the Minimum Net Accounts does not exceed the Estimated Net Accounts, then no amounts shall be payable by Buyer pursuant to this clause (y)) and (z) the excess, if any, of the Actual Inventory over the Estimated Inventory, such amount not to exceed the excess of the Minimum Inventory over the Estimated Inventory (for the avoidance of doubt, if the Minimum Inventory does not exceed the Estimated Inventory, then no amounts shall be payable by Buyer pursuant to this clause (z)).
Payments by Buyer. If the Actual Merger Consideration calculated pursuant to Section 2.07(b) is greater than or equal to the Estimated Merger Consideration, within five (5) Business Days after determination of the Actual Merger Consideration, (i) Buyer shall pay to the Paying Agent, by wire transfer of immediately available funds, cash in an amount equal to the excess of the Actual Merger Consideration over the Estimated Merger Consideration, up to a maximum aggregate amount equal to the Adjustment Escrow Amount, to be paid to the Stockholders and In-the-Money Optionholders in the percentages as set forth on the Ownership Schedule and (ii) the Representative and Buyer shall jointly instruct the Escrow Agent in writing to release to the Paying Agent the entire balance of the Adjustment Escrow Account, including any earnings thereon, to be paid to the Stockholders and In-the-Money Optionholders in the percentages as set forth on the Ownership Schedule. Notwithstanding anything herein to the contrary, without limitation on Buyer’s obligations pursuant to clause (ii) of this Section 2.07, in no event shall Buyer be required to make any payments in respect of any adjustments pursuant to clause (i) of this Section 2.07 in excess of the Adjustment Escrow Amount.
