Examples of Tranche 1 Consideration in a sentence
As an inducement to cause the Sellers to enter into this Agreement, the Guarantor guarantees, as primary obligor, the payment obligations of Purchaser as and when the same fall due for payment under this Agreement including, without limitation, the payment of the Tranche 1 Consideration and Tranche 2 Consideration (including redemption of the Series A Loan Notes).
All amounts paid to the Sellers under this Agreement (including both the Tranche 1 Consideration and the Tranche 2 Consideration) shall be apportioned between the Sellers on a pro-rata basis relative to each Sellers’ percentage ownership of Equity Interest prior to Closing as set out in Schedule 2 and shall only be payable upon receipt of each Seller’s banking details by the Purchaser.
The aggregate of the Tranche 1 Consideration and the Tranche 2 Consideration shall be the “Total Consideration.” The Tranche 1 Consideration shall be paid in a manner set out in Section 2.02(b) and the Tranche 2 Consideration shall be paid in a manner set out in Section 2.02(e).
The Tranche 1 Consideration shall be $6 million payable in cash on Closing less the NAV Adjustment Amount (if any) in cash and/or Series A Loan Notes to the Sellers as set out in Schedule 1.
Furthermore, the Purchaser shall be entitled to deduct and withhold from any Tranche 1 Consideration payable to the Management Sellers and/or Tranche 2 Consideration any such amounts for Tax obligations as may be required by law.
The cash elements of the Tranche 1 Consideration shall be paid by electronic wire transfer to the account of the Management Sellers Solicitor, as set out in Section 7.16 and shall be deemed to be made when it leaves the bank account of the Purchaser or its Affiliate.
The Sellers covenant and agree to pay from either the proceeds of the Tranche 1 Consideration or from the Company’s cash funds prior to Closing £80,000 payable to X.
The cash elements Tranche 1 Consideration shall be paid by electronic transfer to the account of the Sellers Solicitors, namely: BPE Client Dollar Suspense Account, Barclays Bank, 000 Xxxx Xxxxxx, Xxxxxxxxxx, XXXX: XX00XXXX00000000000000, SWIFTBIC: XXXXXX00, Account Number: XXXXXX and shall be deemed to be made when it reaches the bank account of the Sellers’ Solicitors.
The Tranche 1 Consideration shall be paid in a manner set out in Section 2.02(b) and the Tranche 2 Consideration shall be paid in a manner set out in Sections 2.02(c) and 2.02(d).
The amount of all outstanding debts, loans, bank facilities, credit facilities, lines of credit and similar liabilities of the Company and each Subsidiary shall be paid in full prior to or at Closing from either the cash held by the Company prior to Closing or by deduction from the Tranche 1 Consideration.