Payment of Deferred Purchase Price Clause Samples

Payment of Deferred Purchase Price. Subsection 16.2

Payment of Deferred Purchase Price. In the event that Purchaser receives Collections with respect to a Purchased Receivable, and the full Deferred Purchase Price Percentage of such Collections for any reason have not been deducted therefrom and paid to Seller in accordance with Section 4(c) above, Purchaser shall promptly remit an amount equal to the Deferred Purchase Price Percentage of such Collections to Seller up to the amount of any remaining and unpaid Deferred Purchase Price with respect to such Purchased Receivable in settlement of an equal amount of the Deferred Purchase Price obligation of the Purchaser on a dollar for dollar basis until such time as the Deferred Purchase Price has been reduced to $0.

Payment of Deferred Purchase Price. The Deferred Purchase Price shall be paid in three (3) installments (each a “Deferred Payment”) on a date that is 135 days following the end of each of the first three (3) Calculation Years (each a “Deferred Payment Date”). A “Calculation Year” shall mean the twelve (12) month period measured from June 30, 2007 or anniversary thereof, as the case may be. The amount of the first Deferred Payment (if any) shall be 15% of the amount by which the EBITDA for the first Calculation Year exceeds the sum of the Balance Amount plus the value, as determined per Section 2.2.1(c) of the vested One Year Restricted Stock, plus the value, as determined per Section 2.2.1(e), of the vested Ninety Day Restricted Stock. The amount of the second Deferred Payment (if any) shall be 15% of the amount by which the cumulative EBITDA for the first two Calculation Years exceeds the Adjusted Balance Amount, minus the first Deferred Payment. The amount of the third Deferred Payment (if any) shall be 15% of the amount by which the cumulative EBITDA for the first three Calculation Years exceeds the Adjusted Balance Amount, minus the amount of the first and second Deferred Payments. For purposes of the Agreement, the “Adjusted Balance Amount” shall be (i) if there is a payment to the Minority Members under Section 2.3.2(d) below, $5,500,000 plus the amount of such payment plus the value, as determined per Section 2.2.1(c), of the vested One Year Restricted Stock, plus the value, as determined per Section 2.2.1(e), of the vested Ninety Day Restricted Stock, and (ii) if there is no payment to the Minority Members under Section 2.3.2(d) below, $5,500,000, plus the value, as determined per Section 2.2.1(e), of the vested Ninety Day Restricted Stock, plus the value, as determined per Section 2.2.1(c), of the vested One Year Restricted Stock. The foregoing notwithstanding, in no event shall the sum of the Deferred Payments exceed $1,920,000.

Payment of Deferred Purchase Price. The Company will not, and will not permit any of its Subsidiaries to, make any payment of a deferred purchase price for assets acquired unless (a) the Company is in compliance with all covenants set forth in this Agreement, including the financial covenants set forth in Section 10.10, on a pro forma basis after giving effect to such payment and (b) the Company and its Subsidiaries have Liquidity of at least $20,000,000 on a pro forma basis after giving effect to such payment.

Payment of Deferred Purchase Price. (a) Subject to the terms and conditions of Section 1.2(b) above, on each of the three, six and nine month anniversary dates of the Closing, JAWS shall pay to Seller, by wire transfer or certified check, $250,000 (up to an aggregate maximum amount of $750,000) of the Deferred Cash Consideration; provided, however, that Seller's right to receive any unpaid portion of the Deferred Cash Consideration shall subject to the limitations and rights of JAWS set forth in Section 1.6 below. (b) Subject to the terms and conditions of Sections 1.2(b) above and Section 1.6 below, on or before each of the forty-fifth (45) day following the twelve (12) and twenty-four (24) month anniversary date of the Closing, JAWS will deliver to Sellers the following: (i) the shares representing the Deferred JAWS Common Stock as provided in Section 1.2(b) and Schedule 1.2(b); and (ii) in the event the payment of Deferred JAWS Common Stock is less than one hundred percent of that contemplated by Section 1.2(b) and Schedule 1.2(b), a certificate of JAWS setting forth its calculation of EBIT accompanied by a report thereon by JAWS' independent public accountants covering their review of such calculation.

Payment of Deferred Purchase Price of said General Conditions to this Agreement, the Parties hereby agree that the assumption of the credit and insolvency risk borne by the Purchaser, if wholly or partially unpaid 90 days after the due date, will, subject to the terms and conditions agreed upon in this Agreement, upon Seller’s request, be indemnified by the Purchaser for 90% of the amount of the respective account receivable (V.A.T. included, within the credit line and less the amount of any counterclaims). The remaining 10%, if not paid by the debtor, will be deducted from the purchase price for the accounts receivable.

Payment of Deferred Purchase Price. On each Settlement Date, the Purchaser shall pay to the Primary Servicer accrued interest on the Deferred Purchase Price and the Purchaser may, at its option, prepay in whole or in part the principal amount of the Deferred Purchase Price; provided that no such payment shall be made at any time when an Event of Termination is continuing or would result from such payment. At such time following the Facility Termination Date when all principal, interest, fees, expenses, costs and all other obligations and amounts owed by the Purchaser under the Loan Agreement shall have been paid in full, the Purchaser shall apply, on each Settlement Date, Total Collections received by the Purchaser pursuant to Section 1.04(b) (and not previously distributed) first to the repayment of accrued interest on the Deferred Purchase Price, and then to the reduction of the principal amount of the Deferred Purchase Price. All payments by the Purchaser under this Section 1.04(c) shall be made by a deposit in same day funds to the Primary Servicer Account, and the Primary Servicer shall remit the amounts so received, on a pro rata basis, to the applicable Providers.

Payment of Deferred Purchase Price. The Deferred Purchase Price Payment shall be paid on the Deferred Payment Date, as follows: (a) Buyer Parent shall cause Viner to pay to the Company, at least 25% of the Deferred Purchase Price Payment in cash in immediately available U.S. funds by wire transfer to an account designated by the Company in writing at least three (3) business days prior to the Deferred Payment Date (the "Designated Account"). The remaining balance of the Deferred Purchase Price Payment not so paid in cash in accordance with this Section 3.04(a) may be paid, at the discretion of Buyer Parent, in accordance with Section 3.04(b). (b) Any portion of the Deferred Purchase Price Payment not paid in cash (such portion, the "Remaining Amount") shall be paid by effecting the transactions specified in clauses (i) through (iv), below, in the order specified below, in immediate succession. Unless the entire Deferred Purchase Price Payment is paid in cash, not later than five (5) business days prior to the Deferred Payment Date, Buyer Parent shall deliver a written notice (the "Deferred Payment Notice") to Seller Parent specifying (1) the portion of the Deferred Purchase Price Payment to be paid in cash in accordance with Section 3.04(a), (2) the aggregate amount in dollars of Buyer Parent Shares, if any, that Buyer Parent elects to sell to Seller Parent pursuant to clause (i) below (the "Share Amount"), (3) the aggregate principal amount of Viner Debentures, if any, that Viner elects to sell to the Company or, at the Company's election, a U.S. Affiliate of the Company, pursuant to clause (ii) below (the "Debenture Amount"), (4) the account to which Seller Parent is directed to wire the purchase price payable to Buyer Parent pursuant to clause (i), if applicable, and (5) the account to which the Company or, at the Company's election, its applicable U.S. Affiliate is directed to wire the purchase price payable to Viner pursuant to clause (ii), if applicable. Anything to the contrary notwithstanding, the value of the Buyer Parent Shares, if any, to be purchased by Seller Parent pursuant to clause (i) below, determined in accordance with clause (i), together with the aggregate principal amount of the Viner Debentures to be purchased by the Company or, at the Company's election, its applicable U.S. Affiliate pursuant to clause (ii) below, shall equal the Remaining Amount. (i) To the extent specified in the Deferred Payment Notice, Seller Parent shall pay Buyer Parent an amount in cash in imme...

Payment of Deferred Purchase Price. The Deferred Purchase Price will be paid to D▇▇▇▇▇▇ according to Schedule A attached hereto. Notwithstanding the foregoing sentence, the Corporation shall pay to D▇▇▇▇▇▇ (or her personal representative) the full unpaid balance of the Deferred Purchase Price (i) within 30 business days following the occurrence of a Full Distribution Trigger Event (other than D▇▇▇▇▇▇’▇ separation of service) or (ii) promptly upon the expiration of the 6-month period following D▇▇▇▇▇▇’▇ separation of service from the Corporation for any reason.