Common use of Deferred Consideration Clause in Contracts

Deferred Consideration. 7.1 As further consideration for the sale of the Shares, the Purchaser shall (subject to the terms of this deed) pay to the Seller an amount calculated in accordance with the formula set out below, provided that if the amount is negative it shall be deemed to be nil (the Deferred Consideration). Where A = the number of the Shares sold by the Seller pursuant to this deed; B = the aggregate of all the issued shares in the capital of the Company acquired by the Third Party Buyer pursuant to clause 6 (the Relevant Shares); C = the aggregate purchase price paid by the Third Party Buyer in respect of the Relevant Shares; and D = US$52,000,000. 7.2 As soon as reasonably practicable but in any event not later than three Business Days after completion of the Onsale Agreement or any other agreement pursuant to which the Purchaser sells and/or procures the sale of all or some of the Government Shares and the Shares, the Purchaser shall pay the Deferred Consideration, if any, to the Seller by way of an electronic transfer for same day value to such bank account or accounts as the Seller may indicate in writing. 7.3 If a dispute arises between the Seller and the Purchaser as to the amount payable by the Purchaser to the Seller under this clause, either the Seller or the Purchaser shall be entitled to refer such dispute in writing to the Independent Accountants for determination in accordance with clause 8.