Cash Payment Amount Clause Samples

Cash Payment Amount. 59.12.1 A TA Signatory may elect to collateralise all, or part of, its Net Financial Liability (such election, a “Cash Payment Election”) by giving not less than five Business Days’ Notice, or such other notice period as agreed with the Company, (such Notice, the “Cash Payment Election Notice”) to the Company. The Cash Payment Election Notice shall show the amount and the proposed payment date of such Payment and give details of the relevant account from which any amount for such Payment will be paid. 59.12.2 Upon receipt by the Company of a Payment of a cash amount in accordance with a Cash Payment Election Notice, such amount shall constitute a “Cash Payment Amount” of the TA Signatory. 59.12.3 If the TA Signatory fails to pay any cash amount in accordance with a Cash Payment Election Notice, the TA Signatory shall be deemed not to have made a Cash Payment Election and the Cash Payment Election Notice in relation to such cash amount shall be deemed not given. If the Company incurs any costs and expenses as a result of the TA Signatory’s failure to make such Payment in accordance with a Cash Payment Election Notice, such costs and expenses shall be a Non-Financial Contract Liability in respect of such TA Signatory. 59.12.4 The aggregate amount of all Cash Payment Amounts of the TA Signatory shall increase the Collateral Amount which shall be applied as a Distribution Asset in the priority of payment under Clause 60.8.

Cash Payment Amount. (i) At least five (5) Business Days prior to the Closing Date, Parent shall deliver to Buyer a statement detailing the Company’s calculation of the Cash Payment Amount (the “Estimated Net Asset Statement”). The Estimated Net Asset Statement shall have been prepared by Parent in accordance with GAAP and shall present fairly, on a good faith basis and using Parent’s commercially reasonable efforts, the estimated Net Assets as of the Closing Date and the estimated Cash Payment Amount as of the Closing Date. (ii) Within thirty (30) days of the Closing Date, Buyer may cause to be prepared and delivered to Parent an updated statement of the Cash Payment Amount as of the Closing Date (the “Closing Net Asset Statement”) prepared in accordance with GAAP, which shall take into account any information not available to the parties at the time the Estimated Net Asset Statement shall have been delivered. (iii) Following the delivery by Buyer of the Closing Net Asset Statement, Parent and its representatives shall be given all such access as they may reasonably require during UTSC’s normal business hours (or such other times as the parties may agree) to those books and records of the Company and its Subsidiaries in the possession of, and/or under the control of, Buyer, and access to such personnel or representatives of Buyer and its Subsidiaries as they may reasonably require for the purposes of resolving any disputes or responding to any matters or inquiries raised concerning the Closing Net Asset Statement and/or the calculation of the Cash Payment Amount. (iv) The Parent shall have thirty (30) days following the date of delivery by Buyer to the Parent of the Closing Net Asset Statement to provide Buyer with a written certificate confirming that the Cash Payment Amount paid at the Closing is correct (the “Confirmation Certificate”) or notifying Buyer in writing of any good faith objections to specific components of the calculation of the Cash Payment Amount as set forth on the Closing Net Asset Statement (a “Net Asset Dispute Notice”) setting forth a reasonably specific and detailed description of such objections and the reasons therefor. If a Confirmation Certificate is delivered by or on behalf of Parent pursuant to this Section 1.9 or if Buyer does not deliver a Closing Net Asset Statement within the 30 day period, the Cash Payment Amount paid at Closing shall be deemed to be final and binding on the parties to this Agreement. Furthermore, to the extent no objection...

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Cash Payment Amount. On the Closing Date (but prior to the Closing): - 16 – ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION*** (i) The Insurer will deliver to the Company a calculation of the Cash Payment Amount in the form of Schedule 2.06(e)(i). The “Cash Payment Amount” will be equal to [ * * * ]. The Insurer will simultaneously deliver to the Company a schedule in the form of the Workbook providing in reasonable detail all information supporting the calculation of the Cash Payment Amount. (ii) The Insurer will calculate the Cash Payment Amount using the data provided in accordance with Section 2.06(a) and Section 2.06(c).

Cash Payment Amount. In Section 3.1 of the Purchase Agreement the definition of “Cash Payment” is hereby amended from “$3,400,000” to “$3,300,000”, and all references in the Purchase Agreement to the Cash Payment shall mean the amended dollar amount.

Cash Payment Amount. Class Members with Valid Claims shall be entitled to Cash Payments equivalent to 5% of their Total Spend, subject to a potential pro rata reduction or increase as set forth in Paragraph 7.4.2.

Cash Payment Amount. The following deductions will be made from the Cash Payment Amount:

Cash Payment Amount. Section 3.1 Closing............................................... Section 1.4 Confidentiality Agreements Section 8.5(b) Effective Time........................................ Section 1.5