{"component": "definition", "props": {"groups": [{"snippet_links": [], "samples": [{"hash": "i8YTBSo5zWa", "uri": "/contracts/i8YTBSo5zWa#first-deferred-payment", "label": "Purchase and Sale Agreement (Medicines Co /De)", "score": 28.923340178, "published": true}, {"hash": "jWDM6ImZXPF", "uri": "/contracts/jWDM6ImZXPF#first-deferred-payment", "label": "Purchase and Sale Agreement (Melinta Therapeutics, Inc. /New/)", "score": 28.9151266256, "published": true}], "size": 5, "snippet": "has the meaning set forth in Section 2.6(a)(iii).", "hash": "adff6669cd628497589fa25b4301d7f4", "id": 1}, {"snippet_links": [{"key": "this-agreement", "type": "clause", "offset": [42, 56]}], "samples": [{"hash": "ktklPvB9nTD", "uri": "/contracts/ktklPvB9nTD#first-deferred-payment", "label": "Shares Sale and Purchase Agreement (Mountain & Co. I Acquisition Corp.)", "score": 33.607118412, "published": true}, {"hash": "bGMTPyGoqRz", "uri": "/contracts/bGMTPyGoqRz#first-deferred-payment", "label": "Shares Sale and Purchase Agreement (Mountain & Co. I Acquisition Corp.)", "score": 33.607118412, "published": true}, {"hash": "1knF3sTGBCc", "uri": "/contracts/1knF3sTGBCc#first-deferred-payment", "label": "Shares Sale and Purchase Agreement (Mountain & Co. I Acquisition Corp.)", "score": 33.607118412, "published": true}], "size": 4, "snippet": "has the meaning set forth in Recital V of this Agreement.", "hash": "a40f038b4bd74ef14992430184bfa578", "id": 2}, {"snippet_links": [], "samples": [{"hash": "jfgVKbUuRcz", "uri": "/contracts/jfgVKbUuRcz#first-deferred-payment", "label": "Membership Interest Purchase Agreement (Tabula Rasa HealthCare, Inc.)", "score": 31.7597535934, "published": true}, {"hash": "8ORdqwcWf5X", "uri": "https://ir.tabularasahealthcare.com/static-files/546f3e14-f05e-4756-aa1e-538769f18c8c", "label": "ir.tabularasahealthcare.com", "score": 10.3798767967, "published": false}], "size": 2, "snippet": "means $7,500,000.", "hash": "4497dd6bd0437ba40ea8947600543dfb", "id": 3}, {"snippet_links": [{"key": "in-cash", "type": "definition", "offset": [16, 23]}, {"key": "equal-to", "type": "definition", "offset": [24, 32]}], "samples": [{"hash": "cv70zZMcmGZ", "uri": "/contracts/cv70zZMcmGZ#first-deferred-payment", "label": "Asset 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"/contracts/ACqLKuOSxq#first-deferred-payment", "label": "Merger Agreement (Sweetheart Holdings Inc \\De\\)", "score": 18.0, "published": true}], "size": 2, "snippet": "means the amount, if any, in cash equal to (A) the First Deferred Payment Amount divided by (B) the Converted Share Number.", "hash": "82886f029c9d4298db7fb482643a6347", "id": 5}, {"snippet_links": [{"key": "in-clause", "type": "clause", "offset": [35, 44]}], "samples": [{"hash": "f3u4vI5fBT1", "uri": "/contracts/f3u4vI5fBT1#first-deferred-payment", "label": "Share Sale and Purchase Agreement (International Game Technology PLC)", "score": 32.1649555099, "published": true}], "size": 2, "snippet": "has the meaning given to that term in Clause 3.1(b);", "hash": "aa534ebdc66dd123eabd857650cf6997", "id": 6}, {"snippet_links": [], "samples": [{"hash": "d2LZHVW4UM2", "uri": "/contracts/d2LZHVW4UM2#first-deferred-payment", "label": "Membership Interest Purchase Agreement (Freedom Holding Corp.)", "score": 32.5879534565, "published": true}], "size": 1, "snippet": "means $20,000,000.", "hash": "02ff48980affd5f4a96fdea6056f08b4", "id": 7}, {"snippet_links": [{"key": "sum-of", "type": "clause", "offset": [4, 10]}, {"key": "deferred-consideration", "type": "definition", "offset": [45, 67]}, {"key": "pursuant-to", "type": "definition", "offset": [86, 97]}, {"key": "purchase-price", "type": "clause", "offset": [109, 123]}], "samples": [{"hash": "fdRErIFkhst", "uri": "/contracts/fdRErIFkhst#first-deferred-payment", "label": "Share Purchase Agreement (PRGX Global, Inc.)", "score": 19.2381930185, "published": true}], "size": 1, "snippet": "the sum of $100,000 constituting part of the Deferred Consideration and being payable pursuant to 3.1(b)(i) (Purchase Price);", "hash": "95a465f7c0c32c70b59e5bae359a0f93", "id": 8}, {"snippet_links": [], "samples": [{"hash": "3ALTYZKMAST", "uri": "/contracts/3ALTYZKMAST#first-deferred-payment", "label": "Share Purchase Agreement (Peabody Energy Corp)", "score": 33.9103353867, "published": true}], "size": 1, "snippet": "means $71,170,000;", "hash": "c12292af8417add6e207424873cb6aea", "id": 9}, {"snippet_links": [{"key": "the-issue", "type": "clause", "offset": [40, 49]}, {"key": "in-accordance-with", "type": "definition", "offset": [64, 82]}], "samples": [{"hash": "bt59jEJGYSZ", "uri": "/contracts/bt59jEJGYSZ#first-deferred-payment", "label": "Call Option Agreement (Western Uranium Corp)", "score": 25.4722792608, "published": true}], "size": 1, "snippet": "means the amount of $250,000 payable by the issue of BLR Shares in accordance with clause 6.1(a)(i);", "hash": "8b65c89e59dcdfaf056db0983aea0c20", "id": 10}], "next_curs": "CmMSXWoVc35sYXdpbnNpZGVyY29udHJhY3Rzcj8LEhpEZWZpbml0aW9uU25pcHBldEdyb3VwX3Y1NiIfZmlyc3QtZGVmZXJyZWQtcGF5bWVudCMwMDAwMDAwYQyiAQJlbhgAIAA=", "definition": {"title": "First Deferred Payment", "size": 25, "snippet": "has the meaning set forth in Section 2.6(a)(iii).", "id": "first-deferred-payment", "examples": ["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 <strong>First Deferred Payment</strong>, 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 <strong>First Deferred Payment</strong>.", "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 <strong>First Deferred Payment</strong>, 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, \u201cinsolvent\u201d with respect to Buyer means that the sum of the debts and other probable Liabilities of Buyer (including the Assumed Liabilities, the <strong>First Deferred Payment</strong>, the Second Deferred Payment and the Earn-Out Amount) exceeds the present fair saleable value of Buyer\u2019s assets and the Purchased Assets).", "Each of the <strong>First Deferred Payment</strong> 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 <strong>First Deferred Payment</strong> and Second Deferred Payment from the Completion Date until the date of payment of the relevant amount.", "If the Closing Inventory Value, as finally and conclusively determined pursuant to this Section 3.2 is greater than the Target Inventory Value, the Purchaser will pay to the Seller such excess amount concurrently with the <strong>First Deferred Payment</strong>.", "If the Final Closing Working Capital is less than the Estimated Closing Working Capital, the <strong>First Deferred Payment</strong> to be paid pursuant to Section 1.10(a) hereof shall be reduced by an amount equal to such difference (the &quot;Working Capital Deficiency&quot;).", "This <strong>First Deferred Payment</strong> shall be supported by a standby letter of credit in favor of Seller (as beneficiary) (the &quot;Standby Letter of Credit&quot;), subject to draw only upon receipt by the issuing bank of a certified statement by Seller that Buyer is in default of this Section 2.4(c).", "Seller and Shareholder agree that any Losses incurred by Buyer for which Buyer is entitled to indemnification under Section 7.1 hereof may be offset against and deducted from amounts to be paid pursuant to the <strong>First Deferred Payment</strong> or Second Deferred Payment to be made by Buyer, if any.", "If the <strong>First Deferred Payment</strong> and Second Deferred Payment, and the related obligations to make the deferred payments under the Transfer Agreement, are transferred in accordance with the foregoing sentence, the <strong>First Deferred Payment</strong> and Second Deferred Payment, and the related obligations to make the deferred payments under the Transfer Agreement, shall be payable only in cash, and not shares, and this shall be specified in the agreement documenting the assignment and transfer of such payments."], "related": [["deferred-payment", "Deferred Payment", "Deferred Payment"], ["deferred-payments", "Deferred Payments", "Deferred Payments"], ["deferred-payment-date", "Deferred Payment Date", "Deferred Payment Date"], ["deferred-payment-agreement", "Deferred payment agreement", "Deferred payment agreement"], ["reinvestment-deferred-amount", "Reinvestment Deferred Amount", "Reinvestment Deferred Amount"]], "related_snippets": [], "updated": "2025-07-06T21:56:50+00:00"}, "json": true, "cursor": ""}}