Examples of Purchase Price Excess in a sentence
At the Closing, (a) if there is a Purchase Price Excess, DMRC Sub shall deliver to L-1 by wire transfer of immediately available funds an amount in cash equal to the Purchase Price Excess, and (b) if there is a Purchase Price Shortfall, Digimarc shall deliver to DMRC Sub by wire transfer of immediately available funds an amount in cash equal to the Purchase Price Shortfall.
Notwithstanding Section 19(a) through (d), the Seller’s payment (if any) under Section 5(a)(i) or any return of Purchase Price, Excess Shares or Make-whole Excess Shares (as those terms are defined in the Cover Letter) by the Seller to the Company in connection with a cancellation of the Agreement and the transactions contemplated thereby pursuant to the terms of the Cover Letter will be made without any deduction or withholding for or on account of any Tax other than a Designated Tax.
If the Purchase Price is greater than the Estimated Purchase Price (such amount, the “Purchase Price Excess”), then Buyer shall pay to the Sellers (in accordance with each Seller's Proportionate Share) an amount equal to the amount of such Purchase Price Excess.
Notwithstanding anything contained in this Section 10.5, with respect to any Purchase Price Excess pursuant to Section 2.5(c)(i), the payment of such Purchase Price Excess shall not be required to be satisfied with funds from the Escrow Account, but shall be paid to Purchaser, at Purchaser’s sole option, (a) with funds from the Escrow Account, or (b) directly from Seller.
If the Purchase Price is greater than the Estimated Purchase Price (such amount, the “Purchase Price Excess”), then Buyer shall pay to the Seller an amount equal to the amount of such Purchase Price Excess.
Notwithstanding the foregoing, Buyer may, in its sole discretion, claim any payment due to it by Seller under this Section 2.3(d) from the Escrow Amount, in which case Buyer and Seller will execute joint written instructions to be delivered to the Escrow Agent instructing the Escrow Agent to disburse to Buyer an amount equal to the Purchase Price Excess.
Buyer shall have the right to withhold and set off against any Earn-out Consideration payable pursuant to this Section 2.4 the amount of (i) any Purchase Price Excess owed to it pursuant to Section 2.3 and (ii) any Indemnifiable Damages to which any Indemnified Person may be entitled under this Agreement or any ancillary document hereto.
If the Purchase Price as finally determined pursuant to Section 1.5 is greater than the Estimated Purchase Price (such amount, the “Purchase Price Excess”), then the Buyer shall pay or cause to be paid to the Seller an amount equal to the Purchase Price Excess.
Immediately prior to the Purchase, cash of the Company ----------- and its Subsidiaries including without limitation the Bulrad Purchase Price ("Excess Cash") shall be paid or distributed as follows: (i) first, to discharge any outstanding Debt of the Company and its Subsidiaries and (ii) second, to the extent any Excess Cash remains after the application pursuant to clause (i) above, distributed to the Sellers.
For all relevant Tax purposes, the payment of the Purchase Price Excess or the Purchase Price Shortfall, as applicable, shall be deemed to be made immediately prior to the Distribution.