Common use of Payment of Transfer Amount Clause in Contracts

Payment of Transfer Amount. Subject to Global and to each member of the Telecom UK Group having performed each of their obligations under this Part B of this Schedule (provided that neither Global nor any member of the Telecom UK Group shall be regarded as not having performed an obligation where any failure to perform an obligation has prior to the Payment Date been remedied to Racal's satisfaction) and to all of the conditions in the definition of Payment Date having been and remaining fulfilled: (a) Racal shall use its reasonable endeavours to procure that on the Payment Date the trustees of Racal's Schemes make a payment to the trustees of Global's Scheme of an amount equal to the Final Transfer Amount. The Final Transfer Amount shall be paid by way of a transfer of such assets of Racal's Schemes (excluding property) as Racal, Global and the trustees of Racal's Schemes and the trustees of Global's Scheme shall agree having a mid market value on the last business day before the Payment Date equal to the Final Transfer Amount. In the event of failure by the date which is seven days before the Payment Date to agree on the assets to be transferred, the Final Transfer Amount shall be satisfied by Racal's Schemes paying an amount in cash equal to the Final Transfer Amount and that amount shall be the Final Transfer Amount in the case of such a transfer in cash; (b) If by the date falling seven business days after the Payment Date the trustees of Racal's Schemes have paid to the trustees of Global's Scheme an amount which is either nil or is less than the Final Transfer Amount (such excess of the Final Transfer Amount over the amount paid being the "Shortfall"), Racal shall forthwith on Global's written demand pay in cash to Global an amount equal to 69% of the Shortfall and Global shall immediately pay an amount equal to the Shortfall to the trustees of Global's Scheme together with Interest on the Shortfall from the Payment Date to the actual date of payment of the Shortfall.