Payment and Allocation Sample Clauses
The Payment and Allocation clause defines how payments are to be made and how those payments are distributed among parties involved in an agreement. It typically outlines the timing, method, and order of payments, specifying whether payments are to be made in installments, lump sums, or upon completion of certain milestones. For example, it may state that payments received will first be applied to outstanding interest before principal, or that certain fees are deducted before disbursement. This clause ensures transparency and predictability in financial transactions, reducing disputes by clearly establishing the rules for handling and distributing funds.
Payment and Allocation. 7.4.1 Any payment pursuant to Clause 7.3 shall be made on or before the Final Payment Date.
7.4.2 Where any payment is required to be made pursuant to Clause 7.3:
(i) the payment made on account of the Consideration shall be reduced or increased accordingly; and
(ii) the allocation of the Consideration shall be adjusted pursuant to Clause 3.3.
7.4.3 The Seller and the Purchaser agree that any amounts that are paid pursuant to Clause 7.3 by the Seller to the Purchaser shall be contributed by the Purchaser to the Target Group Companies within three Business Days of receipt of such amounts by the Purchaser if and to the extent that the Purchaser does not require such amounts to:
(i) settle any payment obligations that are due to the Seller within the following 30 days; or
(ii) perform or discharge any undertaking, commitment, condition or measure agreed pursuant to Clause 4.2.2(ii) by the Purchaser’s Group, in which case the amount to be contributed by the Purchaser to the Target Group Companies in accordance with this Clause 7.4.3 shall be reduced by such amount as referred to in (i) and (ii) above.
7.4.4 The Purchaser shall use reasonable endeavours to procure that any contribution in Clause 7.4.3 is made to the relevant Target Group Companies in a Tax neutral way.
7.4.5 The Purchaser shall provide the Seller with evidence of the contribution in Clause 7.4.3 as soon as reasonably practicable thereafter.
Payment and Allocation. Where any payment is required to be made pursuant to this Clause 8.3:
(i) the payment made on account of the Purchase Price shall be reduced or increased accordingly; and
(ii) the allocation of the Purchase Price shall be adjusted in accordance with paragraph 3 of Schedule 9.
Payment and Allocation. 7.6.1 Any payment pursuant to Clauses 7.3 or 7.4, and any interest payable pursuant to Clause 7.5, shall be aggregated and, if any such payment is to be made by both the Seller and the Purchaser, shall be set off against each other and the resulting amount (if any) shall be made on or before the Final Payment Date.
7.6.2 Where any payment is required to be made pursuant to Clauses 7.3, 7.4 or 7.5 (in relation to a payment pursuant to Clauses 7.3 or 7.4):
(i) the payment made on account of the Purchase Price shall be reduced or increased accordingly; and
(ii) the allocation of the Purchase Price shall be adjusted in accordance with paragraph 5 of Schedule 8.
Payment and Allocation. The due date for any payment to be made under this Clause 7.4 shall be the relevant Determination Date.
Payment and Allocation. (a) At Closing, Purchaser shall deliver to Sellers (a) the Common Shares as set forth in Section 1.02(b) and Convertible Note as set forth in Section 1.02(c) and (b) the Cash Payment as set forth in Section 1.02(a), allocated between the Sellers as set forth on Schedule 1.04, by wire transfer of immediately available funds to the accounts designated by Sellers.
Payment and Allocation. At Closing, Purchaser shall deliver to the Seller and VCH an amount equal to the Consideration less the Escrow Amounts (the resulting amount being referred to herein as the “Closing Amount”). The Closing Amount shall be delivered by wire transfer of immediately available funds to the account or accounts designated in writing by Seller not less than three (3) business days prior to Closing. At Closing, Purchaser shall also (A) deliver a sum equal to the Escrow Amounts to the Escrow Agent by wire transfer of immediately available funds to the escrow accounts as set forth in the Escrow Agreements substantially in the form attached hereto as Exhibit A (the “Escrow Agreements”), (B) pay in full by wire transfer of immediately available funds, the UBS Debt pursuant to the terms of the UBS Payoff Letter, and (C) pay in full the amounts payable pursuant to the outstanding obligations (including principal and accrued interest up to the Closing Date) under the Indebtedness set forth on Schedule 1.03.
Payment and Allocation. 3.5.1.1 The Purchaser shall pay any amount due to any of the Sellers under this Agreement, including any payment of the Final Purchase Price, by wire transfer to the accounts designated by the Sellers:
(i) For ▇▇▇▇▇ ▇▇▇▇▇▇▇: account held with KEYTRADE BANK, with account number IBAN ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ (BIC ▇▇▇▇▇▇▇▇).
(ii) For ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇: account held with BNP PARIBAS FORTIS BANK, with account number IBAN ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ (BIC ▇▇▇▇▇▇▇▇).
(iii) For ▇▇▇▇ ▇▇ ▇▇▇▇: account held with KEYTRADE BANK, with account number IBAN ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ (BIC ▇▇▇▇▇▇▇▇).
(iv) For ▇▇▇▇▇▇ ▇▇▇▇▇▇▇: account held with ING BANK, with account number IBAN ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ (BIC ▇▇▇▇▇▇▇▇).
3.5.1.2 Any shares granted to ▇▇▇▇▇ ▇▇▇▇▇▇▇ as part of the Transition Earn-Out Amount as referred to in Clause 3.5.3.5(ii) shall be transferred to ▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ securities account held with KEYTRADE BANK, with account number ▇▇▇▇▇▇▇.
3.5.1.3 Unless provided otherwise, any payment of the Final Purchase Price shall be paid pro rata to the Sellers’ respective shareholdings as set out in Clause 2.1.2.
3.5.1.4 Any payment made by the Purchaser pursuant to Clause 3.5.1.3 shall fully discharge the Purchaser of such payment obligation under this Agreement.
Payment and Allocation. (i) With regard to the £125,000 allocated to the AJC from the net proceeds of the Channel Islands Lottery in Jersey from 2016 which remains undistributed, this sum shall be utilised for grants to organisations in 1.(a)i.(a) and 1.(a)i.(c) above.
(ii) The payment of the net proceeds of the Channel Islands Lottery in Jersey from 2017 will be paid in one instalment of £1,399,097. At least £1 million shall be utilised in making grants to organisations in 1.(a)i.(b) or 1.(a)ii. above. The amount in excess of £1 million may be utilised by the AJC or the AJC Trust, in its or their absolute discretion, for the funding of the development work programme in section 1.(b), or may be utilised in making grants to organisations in 1.(a)i.(b) or 1.(a)ii. above. Payment cannot be made until EDTSC have received 2 signed copies of this Letter of Agreement. There will be no top-up or any other grant payments made under this agreement. There can be no confirmation that any further payment of the net proceeds of the Channel Islands’ Lottery in Jersey will be made after payment of the 2017 proceeds. For the avoidance of doubt, the parties agree that any non- compliance with this Letter of Agreement may be taken into account by the EDTSC Department (at its sole discretion) in the assessment of any future payment.
Payment and Allocation. The payment of the net proceeds of the Channel Islands Lottery in Jersey from 2016 will be paid in one instalment of £1,250,482. Of that payment:
1. The sum of £125,000 is paid to the AJC subject to the following conditions:
(i) the funds may only be used to provide grants to organisations which are not Members of the AJC but are in possession of charitable tax exemptions from the Comptroller of Taxes in Jersey and which the AJC has determined meet appropriate standards of governance appropriate to their activities;
(ii) the funds must be segregated by the AJC from its general reserves;
(iii) no applications may be considered and no payments may be made from these funds until the proposal in 1.v. has been approved.
2. A maximum of £50,000 may be used in relation to the Development Support activities as set out in 1.b. above.
3. A maximum of £80,000 p.a. may be used to cover staff, overhead and support costs incurred in connection with the work programme in Section 1.
4. The remaining balance shall be made available to third parties in accordance with the AJC’s grant-making criteria. Payment cannot be made until EDTSC have received two signed copies of this letter of agreement. There will be no top-up or any other grant payments made under this agreement. There can be no confirmation that any further payment of the net proceeds of the Channel Islands’ Lottery in Jersey will be made after payment of the 2016 proceeds. For the avoidance of doubt, the parties agree that any non-compliance with this Letter of Agreement may be taken into account by the EDTSC Department (at its sole discretion) in the assessment of any future payment.
Payment and Allocation. Where any payment is required to be made pursuant to Clauses 8.3 or 8.4, the allocation of the Consideration shall be adjusted in accordance with paragraph 10 of Schedule 8.