Buyer Payments Clause Samples

Buyer Payments. Merchant agrees that AmeriFirst has the sole right to receive payments on any Contract purchased by AmeriFirst. Unless specifically authorized in writing by AmeriFirst, Merchant agrees not to make any collections on any Contract and to hold in trust for AmeriFirst any payment received by Merchant with respect to any Contract and to deliver such payment to AmeriFirst together with the Buyer's name, Account Number, and any correspondence accompanying the payment within five

Buyer Payments. Buyer shall pay Seller, on the date payment would otherwise be due in respect of the month in which any such Economic Dispatch Down occurred an amount equal to the positive difference, if any, of (Y) the product of the Energy Price, times, minus (Z) the product of the positive value of the Sales Price, if received, times the amount of Deemed Bundled Green Energy resulting from such Economic Dispatch Down.

Buyer Payments. Dealer will not accept any payments from Buyers related to Documents which have been accepted for funding by FFC. If Dealer receives payment from any Buyer, it will forward said payments to FFC within 3 business days of receiving the payment.

Buyer Payments. At the Closing, Buyer shall pay, deposit or deliver the following amounts by wire transfer of immediately available funds to the accounts previously specified by the Company at least three (3) Business Days prior to the Closing Date: (i) Buyer shall pay to Seller an amount in cash equal to the Estimated Closing Payment; (ii) Buyer shall pay the R&W Insurance Premium on behalf of itself and Seller; (iii) Buyer shall deposit with the Escrow Agent an amount equal to the Adjustment Escrow Amount, with such amount to be deposited in an account established and designated by the Escrow Agent and held by the Escrow Agent pursuant to the terms and conditions hereof and of the Escrow Agreement; (iv) Buyer shall deposit with the Escrow Agent an amount equal to the Indemnity Escrow Amount, with such amount to be deposited in an account established and designated by the Escrow Agent and held by the Escrow Agent pursuant to the terms and conditions hereof and of the Escrow Agreement; (v) Buyer shall pay, on behalf of the applicable Group Companies, all Closing Indebtedness described on Section 7.1(c) of the Disclosure Schedule, in accordance with the Payoff Letters required to be delivered pursuant to Section 7.1(c); and (vi) Buyer shall pay, on behalf of the applicable Group Companies, all Transaction Expenses, in each case in accordance with payment instructions delivered by the Company to Buyer; provided, that, in the case of payments owed to employees of the Group Companies that are included in Transaction Expenses, Buyer shall pay to the Company on such employees’ behalf, for further payment to such employees pursuant to the Company’s standard payroll practices and procedures (and net of any applicable withholding Taxes) as soon as reasonably practicable following the Closing; provided, further, that no payment will be made to any Optionholder or Phantom Shareholder unless such Optionholder or Phantom Shareholder has executed and delivered an acknowledgement and consent with respect to the payout and termination of all of his or her Options and/or Phantom Shares pursuant to this Agreement in substantially the form attached hereto as Exhibit C (“Equityholder Consent Agreement”).

Buyer Payments. (i) If this Agreement is terminated by the Company prior to the Closing Time pursuant to Section 7.1(c), the Buyer shall promptly, but in any event no later than one day after the date requested by the Company, pay the Company a fee equal to all of the Company's fees and expenses, including, without limitation, costs of internal, legal, accounting and similar professional services incurred in connection with this Agreement and the transactions contemplated herein, in immediately available funds; PROVIDED, HOWEVER, that the maximum amount payable by the Buyer to the Company under this Section 7.3(c)(i) shall be $2,000,000.00. (ii) The Buyer acknowledges that the agreements contained in this Section 7.3(c) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company would not enter into this Agreement. Accordingly, if the Buyer fails to pay in a timely manner the amounts due pursuant to this Section 7.3(c), and, in order to obtain such payment, the Company makes a claim that results in a judgment against the Buyer, the Buyer shall pay to the Company its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(c) at the prime rate set by Bank of America N.T. and S.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(c) shall not be in lieu of damages incurred in the event of any intentional or willful breach of or fraud in connection with this Agreement.

Buyer Payments. (a) Buyer will pay the Development Payment to Seller upon the execution of this Agreement. (b) Buyer will pay four separate Center Pre-Payments to Seller, one upon execution of this Agreement and the other three upon execution of each lease agreement for each Initial New Center, as a pre-payment on future Plasma purchases, for a total of ***. The latter three Center Pre-Payments are each due within *** business days after Seller notifies Buyer that Seller has entered into a lease for a particular Initial New Center. The Total Pre-Payments will be credited against the Purchase Price for Plasma in accordance with Section 3.4. (c) If Buyer delivers an Additional New Center Notice to Seller, the Parties shall promptly meet to discuss the terms of additional Development Payments and Center Pre-Payments. The Parties shall structure such additional Development Payments and Center Pre-Payments, and the refund of such payments to Buyer, similar to the payments and refunds for the Initial New Centers.

Buyer Payments. At the Closing, the Buyer shall make the following payments: (i) an amount equal to $27,750,000.00 (the “Escrow Amount”), to be deposited in an account (the “Escrow Account”) with the Escrow Agent; (ii) an amount equal to $250,000, to be deposited in an account with the Escrow Agent to serve as the Owner Representative Reserve; (iii) an amount equal to the Closing Payment Amount to be deposited with the Paying Agent for disbursement among the Members and Unit Holders pursuant to the Net Merger Consideration Payment Schedule and the Paying Agent Agreement; provided that upon delivery of such payment by the Buyer to the Paying Agent, the Buyer’s obligation to pay the Closing Payment Amount to the Members and the Unit Holders at Closing shall be fully satisfied; (iv) to the Owner Representative the D&O Tail Amount; (v) to the extent unpaid, to each holder of any Third-Party Debt the amounts specified in the Debt Payoff Letters; (vi) to the extent unpaid, to the payees of any Expenses in the amounts specified in the Payoff Letters less, to the extent applicable, Medicaid, Social Security, income tax, unemployment tax and other amounts required to be withheld; and (vii) an amount of $684,044 representing excess cash as of the Balance Sheet Date to be deposited with the Paying Agent.

Buyer Payments. On and after the Closing Date, Buyer shall pay up to (i) $4,000,000 to the Transferred Employees for bonus payments and for obtaining an enforceable general release upon Closing, (ii) $2,200,000 for severance payments, (iii) $395,000 to Fran▇ ▇▇▇▇▇, ▇▇se ▇▇▇▇▇, ▇▇n ▇▇▇▇ ▇▇▇ Debb▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ bonus payments, (v) $749,000 to Fran▇ ▇▇▇▇▇ ▇▇ lieu of granting stock options to Fran▇ ▇▇▇▇▇, (▇i) $2,500,000 for the fees and expenses of the financial advisor for Seller, (vii) $500,000 for the finders fee for the Key Employees and (viii) $200,000 as payments to certain Transferred Employees with economic stress which result from their assignment to Buyer to reduce the economic stress of these employees. Buyer shall reimburse Seller for the following payments to be made by Seller: (i) $195,000 for bonus payments to Kevi▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Ed M▇▇▇▇▇▇, ▇▇d (ii) $798,000 to Kevi▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Ed M▇▇▇▇▇▇ ▇▇ lieu of granting stock options to these employees, plus any employer payroll taxes incurred by Seller in connection with such payments.

Buyer Payments. Merchant agrees that AmeriFirst has the sole right to receive payments on any Contract purchased by AmeriFirst. Unless specifically authorized in writing by AmeriFirst, Merchant agrees not to make any collections on any Contract and to hold in trust for AmeriFirst any payment received by Merchant with respect to any Contract and to deliver such payment to AmeriFirst together with the Buyer's name, Account Number, and any correspondence accompanying the payment within five (5) days of receipt by Merchant. Merchant agrees that Merchant shall be deemed to have endorsed in AmeriFirst's favor any Buyer payments by check, money order, or other instrument made payable to Merchant that a Buyer presents to AmeriFirst, and Merchant hereby authorizes AmeriFirst to supply such necessary endorsements on behalf of Merchant.