Payments by Purchaser. (a) Payments shall be made by Purchaser to Seller by wire transfer of immediately available funds to an account designated by Seller.
(b) If, subsequent to the payment of the Purchase Price or the payment of any amounts due hereunder to either party, the outstanding principal balance of any Mortgage Loan is found to be in error, or if for any reason the Purchase Price or such other amounts is found to be in error, the party benefiting from the error shall pay an amount sufficient to correct and reconcile the Purchase Price or such other amounts and shall provide a reconciliation statement and other such documentation to reasonably satisfy the other party concerning the accuracy of such reconciliation. Such amounts shall be paid by the proper party within ten (10) Business Days from receipt of satisfactory written verification of amounts due.
Payments by Purchaser. Payment shall be made by Purchaser to Seller by wire transfer of immediately available federal funds, to an account designated by Seller.
Payments by Purchaser. 17.1 It will at all times remain the PURCHASER’s responsibility to ensure that all payments made in terms of this Agreement are made into the correct bank account.
17.2 Neither the SELLER, nor the Agent, nor the Conveyancers, nor any of their employees, representatives and/or agents, will be held liable under any circumstances for any loss and/or damages suffered by the PURCHASER as a result of payment into an incorrect / fraudulent bank account.
17.3 By signing this Agreement, the PURCHASER acknowledges that he/she/it has read and considered the terms contained in this clause, and understand the meaning and consequences thereof.
Payments by Purchaser. (a) Payments shall be paid by Purchaser to Seller by wire transfer of immediately available funds to an account designated by Seller.
(b) If, subsequent to the payment of the Purchase Price or the payment of any amounts due hereunder to either party, the outstanding principal balance of any Mortgage Loan is found to be in error, or if for any reason the Purchase Price or such other amounts is found to be in error, the party benefiting from the error shall pay an amount sufficient to correct and reconcile the Purchase Price or such other amounts and shall provide a reconciliation statement and other such documentation to reasonably satisfy the other party concerning the accuracy of such reconciliation. Such amounts shall be paid by the proper party within ten (10) Business Days from receipt of satisfactory written verification of amounts due. Any such request must be received by either party within 180 days of the Closing Date. Seller shall deliver to Purchaser promptly upon its receipt any statement, updated data tape and other information that it receives pursuant to Section 2.04(a) of the Residential Servicing Asset Purchase Agreement.
Payments by Purchaser. Subject to Section 9.12, the Holdback Shares shall be held by Purchaser for a term of twelve (12) months to secure the indemnification obligations of Seller under this Agreement and be available in connection with certain post-Closing adjustments to the Consideration, if any, as determined in accordance with Section 2.3. At the Closing, Purchaser shall:
(a) provide evidence in form and substance reasonably satisfactory to Seller of the issuance in the name of Seller in the form of Book-Entry Shares, the number of shares of Purchaser Common Stock equal to the Estimated Consideration minus the Holdback Shares;
(b) pay any cash in lieu of any fractional share of Purchaser Common Stock that Seller has the right to receive pursuant to Section 2.7(d);
(c) pay the applicable Persons identified in the pay-off letters delivered by Seller pursuant to Section 1.8(g) the respective amounts of the Closing Date Indebtedness (other than Equipment and Truck Indebtedness), set forth in such pay-off letters, by wire transfer of immediately available funds to the account designated in each such pay-off letter, it being understood that such amounts shall be deemed to have been received by the Company and paid prior to the Closing Date; and
(d) pay any unpaid Transaction Expenses in each case to the respective counterparties in full satisfaction thereof, as identified in the invoices delivered by Seller pursuant to Section 1.8(c), and as set forth in the Estimated Closing Statement by wire transfer of immediately available funds to the account or accounts designated in each such invoice or the Estimated Closing Statement, it being understood that such amounts shall be deemed to have been received by the Company and paid prior to the Closing Date.
Payments by Purchaser. Payments shall be paid by Purchaser to Seller by wire transfer of immediately available federal funds, to an account designated by Seller, as follows:
(a) Purchaser will pay Seller the excess of the Purchase Price over the Holdback Amount on the Sale Date. Five Business Days prior to the release by Seller of any portion of the BA-Holdback pursuant to the Mortgage Servicing Rights Purchase and Sale Agreement, Seller shall deliver notice to Purchaser of the Mortgage Loans in respect of which the applicable portion of the BA-Holdback will be released and the date of such release. On the date the applicable portion of the BA-Holdback will be released as specified in such notice, Purchaser shall pay to Seller a portion of the unpaid Purchase Price proportional to the portion of the BA-Holdback that will be released.
(b) If, subsequent to the payment of the Purchase Price or the payment of any amounts due hereunder to either party, the outstanding principal balance of any Mortgage Loan is found to be in error, or if for any reason the Purchase Price or such other amounts is found to be in error, the party benefiting from the error shall pay an amount sufficient to correct and reconcile the Purchase Price or such other amounts and shall provide a reconciliation statement and other such documentation to reasonably satisfy the other party concerning the accuracy of such reconciliation. Such amounts shall be paid by the proper party within ten (10) Business Days from receipt of satisfactory written verification of amounts due. Any such request must be received by either party within 180 days of the last Servicing Transfer Date.
Payments by Purchaser. At the Closing, Purchaser shall:
(a) pay to Seller a promissory note in the form attached hereto as Exhibit A (the “Promissory Note”) in a principal amount equal to the Estimated Consideration minus the Escrow Amount;
(b) deposit the Indemnity Escrow Amount and the West Coast Indemnity Escrow Amount (such amounts, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement (the “Indemnity Escrow Fund”)), by wire transfer of immediately available funds, into the escrow account pursuant to the terms of the Escrow Agreement (the “Indemnity Escrow Account”) for a period of twelve (12) months for purposes of securing Seller’s indemnity obligations under ARTICLE X;
(c) unless the Settlement Payment is made prior to Closing, deposit the Specific Litigation Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement (the “Specific Litigation Escrow Fund”)), by wire transfer of immediately available funds, into the specific litigation escrow account established pursuant to the terms of the Escrow Agreement (the “Specific Litigation Escrow Account”) pursuant to the terms of the Escrow Agreement for a term of twelve (12) months to be available solely to secure Seller’s indemnification obligations under ARTICLE X with respect to Specific Litigation and Settlement Proceedings Costs as provided for under this Agreement;
(d) pay the applicable Persons identified in the pay-off letters delivered by Seller pursuant to Section 1.5(g) the respective amounts of the Closing Date Indebtedness (other than Equipment and Truck Indebtedness), set forth in such pay-off letters, by wire transfer of immediately available funds to the account designated in each such pay-off letter, it being understood that such amounts shall be deemed to have been received by the Company and paid prior to the Closing Date; and
(e) pay any unpaid Transaction Expenses in each case to the respective counterparties in full satisfaction thereof, as identified in the invoices delivered by Seller pursuant to Section 1.5(c), and as set forth in the Estimated Closing Statement by wire transfer of immediately available funds to the account or accounts designated in each such invoice or the Estimated Closing Statement, it being understood that such amounts shall be deemed to have been received by the Company and paid prior to the Closing Date.
Payments by Purchaser. (a) If any taxes are required by applicable law to be withheld on payments made by Purchaser to Nokia, Purchaser may deduct such taxes from the amount owed to Nokia and pay such taxes to the appropriate taxing authority, provided that Purchaser will furnish receipts evidencing such paid taxes to Nokia in the form issued by the relevant jurisdiction. Notwithstanding the preceding sentence to the contrary, Purchaser will not withhold taxes (or will withhold taxes at a reduced rate) on payments to Nokia to the extent that Nokia timely provides Purchaser with reasonably sufficient evidence that an exemption is applicable.
(b) The parties will use commercially reasonable efforts to mitigate, reduce, or eliminate any taxes collected from or withheld by either party pursuant to this Section 11.2.
Payments by Purchaser. (a) After the Closing, Purchaser agrees that it shall pay to ABB eighty percent (80%) of all Gains (as defined below) obtained or otherwise recognized by Purchaser or any of its Affiliates (including the Acquired Group). Such payment shall be made to ABB or, at ABB's discretion, one of its Affiliates, in Swedish kronor, by electronic transfer in immediately available funds and to the account designated by ABB, within five (5) Business Days after such Gain has been obtained. A Gain shall be deemed to have been "obtained" by Purchaser or its Affiliates at the time that a final, non-appealable and binding settlement or resolution of a Scan Re Dispute has been paid.
Payments by Purchaser. (a) Section 1.2(e) of the Agreement is hereby amended in its entirety to read as follows:
(e) Concurrently with the execution of the First Amendment to this Agreement, IHHI and Purchaser are, pursuant to an Escrow Agreement, establishing an escrow account (the "Escrow Account") and appointing an escrow agent (the "Escrow Agent") to hold Shares and cash deliverable by the parties under this Agreement. Purchaser hereby agrees to deliver to the Escrow Agent, to be held and released in accordance with the terms of the aforementioned Escrow Agreement, wire transfers of immediately available funds totaling $14,809,020 (the "Escrowed Cash"), and further agrees to pay directly to IHHI Financing Costs (subject to Section 1.2(f) hereof), all as set forth below:
(i) On or before July 1, 2005, Purchaser shall deliver to the Escrow Agent $5,000,000 minus $190,980;
(ii) On or before August 1, 2005, Purchaser shall deliver to the Escrow Agent $5,000,000;
(iii) On or before September 1, 2005, Purchaser shall deliver to the Escrow Agent $5,000,000; and
(iv) OCPIN agrees to pay directly to IHHI, on each of the dates specified in paragraphs (i)-(iii) above, IHHI's direct and indirect financing costs and expenses incurred as a result of Purchaser's failure to timely fund the balance of the Agreement, which the parties agree shall equal the lesser amount of (A) $4,000 per day from and including March 8, 2005, or (B) $5,538 per day from and including March 8, 2005 reduced on a daily basis by such percentage of Purchaser's payments required to be made under Sections 1.2(e)(i)-(iii) which have in fact been made as of such day (such amount, the "Financing Costs"). The Financing Costs shall be paid by OCPIN until the first to occur of the following: (i) completion by IHHI of a borrowing transaction with Capital Source Finance LLC; (ii) September 1, 2005; or (iii) the satisfaction by OCPIN of all of its obligations to pay money under this Section 1.2(e)."
(b) A new Section 1.2(f) is hereby added to the Agreement to read in its entirety as follows:
