Purchase Price True Up Payment Sample Clauses

Purchase Price True Up Payment. Within 15 days following the finalization of the calculation of the Purchase Price True Up, if any, in accordance with Section 2.4(a): 165530988v21 (i) if there is a Surplus, then Seller shall deliver to Buyer, by wire transfer of immediately available funds to an account designated in writing by Buyer, an amount equal to the Surplus; or (ii) if there is a Deficit, then Buyer shall deliver to Seller, by wire transfer of immediately available funds to an account designated in writing by Seller, an amount equal to the absolute value of the Deficit.
Sample 1
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Purchase Price True Up Payment. If the Adjusted Purchase Price (as defined below) of the S-3 Shares sold to Purchaser pursuant to any particular Notice of Intent is less than the Unadjusted Purchase Price for such S-3 Shares, the Company shall (subject to Section 1((d) refund and pay to the Purchaser, in cash, the amount that the Unadjusted Purchase Price is greater than the Adjusted Purchase Price (the “True-Up Payment”). Notwithstanding the foregoing, in any Adjustment Period (as defined below) for which the lowest trading price is less than 50% of the Unadjusted Purchase Price, then the True-Up Payment shall be limited to the greater of (i) an amount that when added to the Total Net Proceeds realized by Purchaser from the sale of the S-3 Shares acquired pursuant to any particular Notice (that are subject to a True-Up Payment) is equal to 150% of the Unadjusted Purchase Price for the S-3 Shares applicable to the True-Up Payment, or (ii) an amount that when added to the Total Net Proceeds realized by Purchaser from the sale of the S-3 Shares acquired pursuant to any particular Notice (that are subject to a True-Up Payment) is equal to 100% plus 1%, for each trading day in the Adjustment Period (as defined below), of the Unadjusted Purchase Price for the S-3 Shares applicable to the True-Up Payment. For purposes of this Agreement, “Total Net Proceeds” shall mean the gross proceeds received by Purchaser from the sale of the applicable S-3 Shares less brokerage fees. If the Adjusted Purchase Price is greater than the Unadjusted Purchase Price, there shall be no True-Up Payment due from the Company to the Purchaser and no payment due from the Purchaser to the Company.
Sample 1
Purchase Price True Up Payment. If the Purchase Price, as finally determined as provided in Section 2.5(d) or Section 2.5(e), as applicable, is less than the Purchase Price as set forth in the Estimated Statement, then Buyer shall be entitled to immediately make a claim against the Escrow Deposit in the amount of any such deficiency. If the Purchase Price, as finally determined as provided in Section 2.5(d) or Section 2.5(e), as applicable, exceeds the Purchase Price as set forth in the Estimated Statement, then Buyer shall pay 43.1% of such excess to Xxxxx Xxxxx Xxxxxxx and 56.9% of such excess to the Seller Representative by wire transfer of immediately available funds within two (2) business days after the final determination of the Purchase Price. If the amount of any sums due to Buyer under this Section 2.5(f) is in excess of the amount of the Escrow Deposit, Sellers shall, jointly and severally, indemnify and pay Buyer the amount of such excess. Buyer, Xxxxx Xxxxx Xxxxxxx and the Seller Representative hereby agree to promptly jointly instruct the Escrow Agent to make the disbursements required by this Section 2.5(f).
Sample 1

Related to Purchase Price True Up Payment

  • Payment of the Purchase Price (a) Attached hereto as Exhibit 2.5 (the “Estimated Pricing Statement”) is the Seller Representative’s good faith estimate of (i) the Closing Date Cash, (ii) the Working Capital Amount (determined in accordance with the Accounting Principles), (iii) the Transaction Expenses, (iv) all other Excluded Liabilities as of the Closing Date and (v) the resulting calculation of the Purchase Price payable at the Closing based upon the information reflected on Exhibit 2.5 (for purposes hereof, such estimated Purchase Price shall be referred to as the “Estimated Purchase Price”). (b) At the Closing, PSI shall deliver an amount equal to the Estimated Purchase Price less the Seller Representative Amount and less the Estimated SBA Payoff Amount (the “Cash Payment”) to the Seller by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative. (c) At the Closing, PSI shall deposit the Seller Representative Amount into such account as is designated in writing by the Seller Representative at least three (3) Business Days prior to the Closing Date, which account is to be managed by the Seller Representative in the good faith discretion of the Seller Representative (the cash and earnings thereon from time to time in such account being referred to herein as the “Seller Representative Fund”). The Seller Representative shall be entitled to from time to time cause the release and payment to himself of amounts from the Seller Representative Fund as payment of any losses, costs or expenses for which the Seller Representative is entitled to be paid in connection with the Seller Representative’s duties and obligations hereunder. The Seller Representative shall, at such time when the Seller Representative in his absolute discretion determines, cause the distribution to the Seller and/or Shareholders of the excess, if any, of the Seller Representative Fund over all such amounts for which the Seller Representative is or may become entitled to be paid as provided herein and that then have not been paid to the Seller Representative. If the Seller Representative Fund is exhausted and the Seller Representative thereafter incurs losses, costs or expenses for which he is entitled to payment hereunder, then the Shareholders shall pay to the Seller Representative an amount equal to such losses, costs or expenses. For the avoidance of doubt, except as set forth in Section 7.3, below, PSI shall not be required to make any payment to the Seller Representative with respect to any losses, costs or expenses incurred by the Seller Representative. (d) Pursuant to and in accordance with Section 2.7, below, at the Closing, PSI shall deliver, on behalf of PPPI, to the holder of any Paid Liabilities by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative, the amount required to discharge such Paid Liabilities. (e) At the Closing, PSI shall deposit into an escrow account with Xxxxxxx & Xxxx S.C. (the “Escrow Agent”) an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Estimated SBA Payoff Amount”), for purposes of satisfying in full all of PPPI’s and Landlord’s payment obligations pursuant to that certain SBA Loan # 54366450-10 owed to the Wisconsin Business Development Corporation (the “SBA Loan”). For such purposes, no later than April 14, 2014, the Seller and/or Shareholders shall cause to be delivered to PSI a payoff letter (the “SBA Payoff Letter”) from the Wisconsin Business Development Finance Corporation (the “WBDFC”), in substantially the same form as set forth on Exhibit 2.5(e), attached hereto, indicating the amount required to discharge all obligations under the SBA Loan. Following PSI’s receipt of the SBA Payoff Letter, the Seller and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay, in accordance with the terms and conditions of that certain Escrow Agreement, dated as of the date hereof, among the Escrow Agent, the Seller and PSI (the “Escrow Agreement”), (A) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, that portion of the Estimated SBA Payoff Amount necessary to satisfy all outstanding obligations with respect to the SBA Loan, as set forth on the SBA Payoff Letter (the “SBA Payoff Amount”) and (B) to the Seller (or its designees), by certified check or wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Promptly following delivery by the Escrow Agent of such payments, the Seller shall deliver to PSI evidence, in form and substance reasonably acceptable to PSI, that all obligations with respect to the SBA Loan have been discharged in full. If the SBA Payoff Letter is not delivered to PSI on or prior to April 14, 2014, or if the Escrow Agent does not deliver the SBA Payoff Amount to the WBDFC prior to April 30, 2014, then the Seller Representative and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay to PSI an amount equal to the Estimated SBA Payoff Amount by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by PSI. If the Estimated SBA Payoff Amount is paid to PSI pursuant to the immediately preceding sentence, then, no later than May 12, 2014, the Seller and/or the Shareholders shall cause to be delivered to PSI an SBA Payoff Letter. Following its receipt of the Payoff Letter, PSI shall pay (X) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, the Payoff Amount and (Y) to the Seller (or its designees), by wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Any adjustment to the Estimated Purchase Price shall be paid as provided in Section 2.6, below.

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