First Deferred Payment definition
Examples of First Deferred Payment in a sentence
Additionally, upon receipt of the Initial Payment and the Second Payment, BP shall grant to the Seller a pay-off letter in partial satisfaction of the First Deferred Payment, which will be deemed to have been partially paid to BP for an amount equal to the Purchase Price, and the latter will partly release and discharge, from any and all actions whatsoever which BP had, has or could have against the Seller in connection with the relevant share of the First Deferred Payment.
Upon notice to Seller specifying in reasonable detail the basis therefor, Buyer may, by written notice to Seller, set off any amount to which it may be entitled under this Article VII against amounts otherwise payable to Seller, including but not limited to the First Deferred Payment, the Second Deferred Payment, any Net Seller Payment or Appreciation Right Amount that is or becomes payable to Seller hereunder.
As used in this section, “insolvent” with respect to Buyer means that the sum of the debts and other probable Liabilities of Buyer (including the Assumed Liabilities, the First Deferred Payment, the Second Deferred Payment and the Earn-Out Amount) exceeds the present fair saleable value of Buyer’s assets and the Purchased Assets).
Each of the First Deferred Payment and the Second Deferred Payment shall be paid by wire transfer of immediately available funds in accordance with the wire instructions set forth in Schedule A attached hereto (as may be updated by Seller from time to time).
The Parties agree that simple interest shall accrue on the First Deferred Payment and Second Deferred Payment from the Completion Date until the date of payment of the relevant amount.