Purchase Price Settlement. (a) No later than five (5) Business Days after the Settlement Date, the following payment (if any) shall be made, by wire transfer of immediately available funds to the account (or accounts) specified in writing by Parent or Securityholders’ Representative, as applicable:
(i) In the event the Final Purchase Price is less than the Estimated Purchase Price (such amount, the “Downward Adjustment Amount”), Parent and Securityholders’ Representative shall cause the Adjustment Escrow Agent to pay Parent an amount equal to the Downward Adjustment Amount from the Adjustment Escrow Amount; provided, that if the Downward Adjustment Amount is greater than the Adjustment Escrow Amount, then the Securityholders’ Representative shall pay to the Parent from the Securityholders’ Representative Expense Amount an amount equal to the Downward Adjustment Amount minus the amount paid to Parent from the Adjustment Escrow Amount. Notwithstanding anything contained herein to the contrary, to the extent that the Downward Adjustment Amount is greater than the sum of the Adjustment Escrow Amount plus the amount available from the Securityholders’ Representative Expense Amount to satisfy the full Downward Adjustment Amount, then Parent and the Surviving Entity shall have the express right to offset any such deficiency against any amount otherwise payable or deliverable following the Closing pursuant to Section 2.13(b) or Section 2.15. For the avoidance of doubt, any amount set off for purposes of Section 2.13(b) or Section 2.15 in accordance with this Section 2.13(a)(i) shall be deemed to have been paid to the Securityholders’ Representative and the Unitholders for purposes of Section 2.13(b) or Section 2.15, as applicable. After taking into account the payment of the Downward Adjustment Amount, if any, Parent and Securityholders’ Representative shall cause all remaining funds from the Adjustment Escrow Amount (including any interest accrued thereon), if any, to be released by the Adjustment Escrow Agent to the Securityholders’ Representative (for further distribution to the Unitholders (other than the Blocker Members) in accordance with the Payment Schedule).
(ii) In the event the Final Purchase Price is greater than the Estimated Purchase Price (such amount, the “Upward Adjustment Amount”), then (a) Parent shall pay the Securityholders’ Representative (for further distribution to the Unitholders (other than the Blocker Members) in accordance with the Payment Schedule) an amount equ...
Purchase Price Settlement. (a) In the event the Net Current Assets as reflected on the Closing Balance Sheet is greater than the Net Current Assets as reflected on the Pro Forma Balance Sheet then Purchaser shall pay to the Seller within ten (10) Business Days after Purchaser's receipt of the Closing Balance Sheet an amount equal to such excess. In the event the Net Current Assets as reflected on the Pro Forma Balance Sheet is greater than the Net Current Assets as reflected on the Closing Balance Sheet then Seller shall pay to Purchaser within ten (10) Business Days after delivery of the Closing Balance Sheet an amount equal to such excess.
(b) Any payment required pursuant to this Section 3.05 shall be by certified check or cashier's check, or, at the option of the recipient of the payment, by the transfer of immediately available federal funds for credit to the recipient, at a bank account designated by such recipient in writing.
Purchase Price Settlement. (a) Subject to paragraph (b) below, (i) in the event that the Final Closing Net Working Capital is less than the Estimated Closing Net Working Capital, Seller Parent shall, within five business days following the determination of the Final Closing Net Working Capital pursuant to Section 1.03, pay to Purchaser an amount in cash equal to the Estimated Closing Net Working Capital minus the Final Closing Net Working Capital by wire transfer of immediately available U.S. funds to the account or accounts specified in writing by Purchaser no less than three business days prior to such date;
Purchase Price Settlement. (a) If on the Settlement Date (i) the sum of the Assumed Net Debt Difference and the Proration Adjustment is a positive number, then the Buyer shall pay the Sellers an amount equal to the sum of the Assumed Net Debt and the Proration Adjustment; or (ii) the sum of the Assumed Net Debt Difference and the Proration Adjustment is a negative number, then the Sellers shall pay the Buyer an amount equal to the absolute value of the sum of the Assumed Net Debt Difference and the Proration Adjustment, in each case within ten (10) days after the Settlement Date, as applicable. Any amount payable by Buyer or Sellers pursuant to the immediately preceding sentence shall be referred to in the aggregate as the “Adjustment Amount.”
(b) Any payment required pursuant to Section 2.04(a) hereof shall be by the transfer of immediately available federal funds to a bank account designated in writing to the paying Party by the recipient of such payment.
Purchase Price Settlement. (a) In the event the Final Closing Cash Purchase Price is less than the Estimated Closing Cash Purchase Price, then Seller shall pay to Purchaser within five (5) days after the Settlement Date an amount equal to such deficiency. Any payment required pursuant to this Section 2.7(a) shall be made as follows: (i) first, such amount shall be paid out of the NWC Escrow Funds and (ii) second, to the extent the amount of such deficiency exceeds the NWC Escrow Funds, such excess shall be paid, at Purchaser’s sole election, either out of the Indemnification Escrow Funds or jointly and severally from Seller and the Equityholders or any combination of the foregoing. To the extent such deficiency is less than the amount in the NWC Escrow Funds, any amounts remaining in the NWC Escrow Funds shall be released to Seller (and Purchaser and Seller shall instruct the Escrow Agent to do so in writing) within five (5) days after the Settlement Date.
(b) In the event the Final Closing Cash Purchase Price is more than the Estimated Closing Cash Purchase Price, then, within five (5) days after the Settlement Date, Purchaser shall pay to Seller an amount equal to such excess. Any payment required pursuant to this Section 2.7(b) shall be made by the transfer of immediately available funds for credit to Seller at a bank account designated by Seller in writing to Purchaser. In addition, any amounts remaining in the NWC Escrow Funds shall be released to Seller (and Purchaser and Seller shall instruct the Escrow Agent to do so in writing) within five (5) days after the Settlement Date.
Purchase Price Settlement. The Issuer and the Seller agree that the consideration payable for the Securities is $4,924,774.80 (the “Purchase Price”), payable in immediately available funds by a wire transfer. The Transaction will close as soon as practicable after the full execution of this Agreement by the Parties (the “Execution Date”), but not later than January 31, 2017. On or within one business day following the Execution Date, the Seller will deliver one or more certificates evidencing the Securities, duly endorsed or with executed stock transfer powers in favor of the Issuer, to the Issuer’s transfer agent for the Issuer’s account. Upon the Seller’s delivery of the Securities to the Issuer’s transfer agent as aforesaid, the Issuer will (a) pay the Purchase Price to such account as the Seller shall have specified in writing at least one business day prior thereto and (b) instruct its transfer agent to deliver to the Seller via book entry the balance of any shares of its Common Stock represented by the certificate(s) delivered by the Seller as aforesaid.
Purchase Price Settlement. 2.1 The purchase price is EUR 8.00 per right of subsequent improvement.
2.2 The Buyer shall pay the purchase price to the following account of the Seller: IBAN: BIC: Name of bank:
2.3 The purchase price is to be paid by the Buyer immediately after full receipt of the following documents:
(a) Assignment Agreement completed and signed by the Seller together with the Notice of Assignment (this document) in duplicate in the original (all persons who were securities account holders at the time of the Cash Settlement must sign).
(b) Copies of both sides of the identity card or the photo page of the passport of the person(s) signing;
(c) Documentation of the power of representation of the person(s) signing if the account holder is a legal entity or partnership under German or foreign law; and
(d) Bank statement(s) of the transfer of Linde Shares to the Principal Shareholder as listed in paragraph (C) of the Preamble.
2.4 The Buyer has commissioned Xxxxx & Xxxxxxxxx Privatbankiers AG with the technical processing of the assignment of the rights of subsequent improvement. The latter will send the Seller by e-mail or fax a copy of the Assignment Agreement countersigned by it on behalf of the Buyer together with the Notice of Assignment.
Purchase Price Settlement. (a) In the event the Purchase Price is (i) greater than the Estimated Purchase Price then the Purchaser shall pay to SSCE, or (ii) less than the Estimated Purchase Price then SSCE shall pay to the Purchaser, in either case within ten (10) days after the Settlement Date, an amount equal to such excess or shortfall, as applicable, plus interest thereon at the per annum rate equal to Adjusted LIBOR (as defined in the Debt Financing Commitment) plus the Applicable Margin (as defined in the Debt Financing Commitment) for the Revolving Facility (as defined in the Debt Financing Commitment) from the Closing Date to the date of such payment.
(b) Any payment required pursuant to (i) Section 2.06(a)(i) hereof shall be by certified check or cashier’s check, or, at the option of SSCE, by the transfer of immediately available federal funds for credit to SSCE, at a bank account designated by SSCE in writing to the Purchaser, or (ii) Section 2.06(a)(ii) hereof shall be by certified check or cashier’s check, or, at the option of the Purchaser, by the transfer of immediately available federal funds for credit to the Purchaser, at a bank account designated by the Purchaser in writing to SSCE.
Purchase Price Settlement. (a) In the event the Purchase Price is (i) less than the Estimated Purchase Price, then Seller shall pay to Purchaser an amount equal to such deficiency within five (5) days after the Settlement Date; or (ii) greater than the Estimated Purchase Price, then Purchaser shall pay to Seller an amount equal to such excess within five (5) days after the Settlement Date, plus, in either case, interest thereon and payable from the Closing Date to the date of payment at the prime rate as published in The Wall Street Journal on the Closing Date.
(b) Any payment required pursuant to Section 2.05(a) hereof shall be by certified check or cashier's check, or, at the option of the recipient, by the transfer of immediately available federal funds for credit to the recipient, at a bank account designated by such recipient in writing.
Purchase Price Settlement. (a) In the event the Final Retained Earnings Adjustment Amount is less than the Estimated Retained Earnings Adjustment Amount, then Sellers shall pay to Purchasers within five (5) days after the Settlement Date an amount equal to such deficiency.
(b) In the event the Final Retained Earnings Adjustment Amount is more than the Estimated Retained Earnings Adjustment Amount, then, within five (5) days after the Settlement Date, Purchasers shall pay to the Sellers an amount equal to such excess in accordance with their respective Sellers' Percentage Interests.
(c) Any payment required pursuant to Section 2.5(a) or 2.5(b) shall be by the transfer of immediately available funds for credit to the recipient at a bank account designated by the recipient in writing.
