Deferred Consideration Payment Date definition
Examples of Deferred Consideration Payment Date in a sentence
Notwithstanding the foregoing, after occurrence of Completion, the Purchaser shall not be entitled to assign or otherwise transfer to any other Person, its obligation to pay the Deferred Consideration to the Seller on the Deferred Consideration Payment Date.
On each Deferred Consideration Payment Date, Buyer shall deliver, or cause to be delivered, to Seller or its designee by wire transfer of immediately available funds into the account(s) designated in writing by Seller at least three (3) Business Days prior to the relevant Deferred Consideration Payment Date, an amount equal to the then applicable Deferred Consideration Annual Payment.
From (a) the date hereof until the earlier of (x) the Closing Date and (y) such time as this Agreement is terminated in accordance with Article 10, and (b) the Closing Date until the Deferred Consideration Payment Date, each of the parties hereto shall execute such documents and perform such further acts as may be reasonably required to carry out the provisions hereof and the actions contemplated hereby.
Notwithstanding the foregoing, in the event that on the Deferred Consideration Payment Date there are any pending or disputed claims for Damages for which a Notice of Claim has been timely delivered pursuant to Article 12, then the Deferred Consideration Payment Date shall be extended until the five (5) business days after the date on which all such claims or disputes are finally resolved in accordance with Article 12.
Subject to Section 2.13(c), within five (5) Business Days after the Deferred Consideration Payment Date, Parent and the Representative shall instruct the Escrow Agent as set forth in the Escrow Agreement to pay, and the Escrow Agent shall pay, the Deferred Cash Consideration to the applicable Sellers in accordance with the Payout Spreadsheet; provided, that each applicable Seller, separate from the other applicable Sellers, shall be eligible to receive a portion of the Deferred Cash Consideration.