Deferred Payment Amount. The Purchaser covenants and agrees to immediately after receipt thereof remit and transfer to Xxxxx any amounts received by the Purchaser (as transferor under the Receivables Purchase and Administration Agreement) pursuant to Section 2.8(d)(ii) of the Receivables Purchase and Administration Agreement (collectively, the “Deferred Payment Amount”). The parties acknowledge and agree that the Deferred Payment Amount: (a) will reflect an allocation of 5% of the aggregate amount of the Principal Balances of the Receivables which became Written-Off Receivables and an allocation of 5% of the aggregate amount of Recoveries, and (b) will vary inversely to the amount of such Written-Off Receivables net of such Recoveries.
Deferred Payment Amount. Within 10 business days after the ----------------------- delivery by Seller to Purchaser of Seller's computation of the Net Book Value (as hereinafter defined), Purchaser will deliver to Seller, by wire transfer of immediately available funds to such account as shall have been designated by Seller to Purchaser for such purpose contemporaneously with the delivery of Seller's computation of the Net Book Value, an amount equal to the Net Book Value (other than any portion thereof that is then being disputed by Purchaser in good faith and in accordance with the provisions of Section 3.1.4), together with Accrued Interest on the Net Book Value (or, if applicable, the undisputed portion thereof). For purposes of this Agreement, the term "Accrued Interest," when used with respect to any amount payable to Seller pursuant to this Section 3.1.2 and any amount payable to Seller pursuant to Section 3.1.4 (collectively, the "Deferred Payment Amount") means interest at a rate of five percent (5%) per annum, computed with respect to the period from and including the Closing Date to but excluding the date on which such amount is so paid. In designating the account to which the payment to Seller required under this Section 3.1.2 and any payment to Seller required under Section 3.1.4 are to be delivered, Seller shall be acting as agent for each of the Assigning Subsidiaries and shall have exclusive responsibility for the delivery to each Assigning Subsidiary of such portions of such payments to which such Assigning Subsidiary may be entitled.
Deferred Payment Amount. On the terms and subject to the conditions set forth herein (including Section 9.9), on the later of (x) the fifth (5th) anniversary of the Closing Date and (y) the earlier of (i) the six (6) month anniversary of the termination and payment in full of all obligations, other than contingent indemnification obligations and any obligations that are cash collateralized or for which other credit support has been provided, of Parent and Purchasers under the Definitive Agreements as in effect on the Closing Date and (ii) the date that is five (5) years and six (6) months after the Closing Date (such later date, the “Deferred Payment Date”), provided that no “Default” or “Event of Default” (each as defined in the Definitive Agreements as in effect on the Closing Date) shall have occurred and is then continuing or would result therefrom, Purchasers shall pay to Sellers, in accordance with each Seller’s Pro Rata Share, to one or more accounts designated in writing by Agent at least five (5) Business Days prior to the Deferred Payment Date, cash consideration in an aggregate amount equal to $50,000,000 (the “Deferred Payment Amount”), minus any Deferred Payment Amount Reduction, and minus the amount of any then pending claim that has been asserted on or before the Offset Date for Losses of any Purchaser Indemnified Party pursuant to ARTICLE IX, if any, for which Parent could effect a Deferred Payment Amount Reduction upon a Final Determination in favor of such Purchaser Indemnified Party (each, a “Pending Claim”). The Deferred Payment Amount shall bear interest, payable to Sellers, in accordance with each Seller’s Pro Rata Share, to one or more accounts designated in writing by Agent at least five (5) Business Days prior to any Interest Payment Date (as defined below), at an annual rate equal to the Interest Rate then in effect, based on a three hundred sixty (360) day year consisting of twelve (12) thirty (30) day months. Such interest shall be payable, subject to any restriction or limitation due to a Default or Event of Default that has occurred and is continuing, or would result therefrom, under the Definitive Agreements as in effect on the Closing Date (A) annually in arrears on the first Business Day after each of the first five (5) anniversaries of the Closing Date and (B) if the Deferred Payment Date is later than the fifth (5th) anniversary of the Closing Date, in arrears on the Deferred Payment Date, for the period beginning on the fifth (5th) anniversary o...
Deferred Payment Amount. (a) No later than August 31, 2024, the Company shall deliver to the Purchaser a written statement (the “Deferred Payment Statement”), along with reasonable supporting documents, setting forth in reasonable detail the Company’s calculation of the Deferred Payment Amount. During the fifteen (15) Business Day period following delivery of the Deferred Payment Statement, the Company shall afford, and shall cause the Company Subsidiaries to afford, to the Purchaser and its accountants reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, books and records of the Company and the Company Subsidiaries to the extent they relate to the Deferred Payment Statement and the calculation of the Deferred Payment Amount set forth therein, in each case, subject to the entrance into any customary confidentiality arrangements in respect of such access. During such fifteen (15) Business Day period, the Company shall consider in good faith any comments the Purchaser submits with respect to the Deferred Payment Statement.
Deferred Payment Amount. The Deferred Payment Amount, less the amount of any Loss sustained by the Buyer Indemnified Parties under Article VIII from and after Closing (the “Specified Loss”) shall be paid by Buyer to Seller at the eighteen (18) month anniversary of the Closing Date. If one or more good faith claims for any Loss with respect to which a Buyer Indemnified Party has given notice in accordance with Article VIII (an “Outstanding Claim”) are then pending or settled but not yet paid, then (i) the amount to be paid by Buyer pursuant to the first sentence of this Section 2.08 shall be reduced by the amount of such Outstanding Claims, which amount shall be withheld until all such Outstanding Claims are resolved in accordance with this Agreement or by a final unappealable court order; and (ii) upon such resolution of such Outstanding Claims, Buyer shall pay to Seller the balance of the remaining Deferred Payment Amount after deducting the amount of the Loss determined pursuant to such resolution.
Deferred Payment Amount. From the Closing Date until the date on which the Deferred Payment Amount is paid or subject to setoff in accordance with Section 9.4 (including any period beyond the 18 month anniversary of the date of this Agreement during which any disputed indemnification claim is unresolved), the Purchaser (i) shall hold the amount of the
Deferred Payment Amount. The "DEFERRED PAYMENT AMOUNT" attributable to a Sale shall be equal to the excess of (a) the value of the Subject Interests (as defined below) in that Sale over (b) the sum of $6,100,000 plus all prior Deferred Payment Amounts paid hereunder. The "SUBJECT INTERESTS" are the following: (a) twelve percent (12%) of the direct or indirect voting equity interests of the Company (on a fully diluted basis) (the "VOTING INTERESTS") thereby entitling the holder thereof to receive that percent of the Sales Proceeds (as defined below) otherwise attributable to those interests; and (b) four and fifty-five hundredths percent (4.55%) of the Non-Voting Interests (as defined below) (on a fully diluted basis) thereby entitling the holder thereof to receive that percent of the Sales Proceeds otherwise attributable to those interests; provided, however, as a result of any Sale, such percentages shall be adjusted for future Sales in the same proportions that existing holders' percentages thereof are adjusted in that Sale (E.G., if, as a result of any Sale, existing holders of Voting Interests tender sixty percent (60%) of their Voting Interests to a third party, the percentage of Voting Interests on future Sales shall be reduced by sixty percent (60%)). The "NON-VOTING INTERESTS" are (a) the Mission Accomplishment Plan ("MAP") Units ("MAP UNITS") (or successor or similar rights, which specifically exclude the Company's other existing deferred compensation plans) and (b) the non-voting equity interests of the Company (on a fully diluted basis). For these purposes, "SALES PROCEEDS" mean the payments or proceeds or value resulting from a Sale, whether payable or realizable at the time of the Sale or thereafter, to the holders of the Voting Interests or Non-Voting Interests, as appropriate.
Deferred Payment Amount. (a) At Closing, Purchaser shall pay to the Escrow Agent One Million Nine Hundred Thousand Dollars ($1,900,000) (such initial escrow amount, or, following release of funds as contemplated herein and in the Escrow Agreement, such reduced escrow amount, as the case may be, being the “Deferred Payment Amount”) in cash payable by wire transfer of immediately available funds for deposit in an escrow account in accordance with the terms and conditions of the Escrow Agreement to be entered into by and among Purchaser, AE and the Escrow Agent in the form attached hereto as Exhibit A (the “Escrow Agreement”). Except with respect to claims based on fraud, the Deferred Payment Amount shall be the sole and exclusive source of funds available for satisfaction of any liability of AE under Section 8.2(a) hereof, and shall be held and distributed by the Escrow Agent in accordance with the terms and conditions of this Agreement and the Escrow Agreement.
Deferred Payment Amount. (a) Initial Payment. Promptly following the final determination of the Third Anniversary Repurchase Calculations, Canadian Purchaser shall pay to the Limited Partnership an amount equal to: (i) the Deferred Payment Amount minus (ii) the Applicable CRO Holdback Amount as of the third anniversary of the Closing Date. (b)
Deferred Payment Amount. As additional consideration for the Purchased Equity Interests, on the second (2nd) anniversary of the Closing Date (the “Deferred Payment Date”), Buyer shall pay to Seller an amount equal to (i) $25,000,000, minus (ii) the adjustments pursuant to Section 2.5 (the “Deferred Payment Amount”), subject to the provisions of this Section 2.2(b).
