Payment by Sellers. In the event that the Final Working Capital is less than the Target Working Capital, then the Purchaser shall be entitled to a set off against the Note described in Section 1.04 for the amount of such difference.
Payment by Sellers. For the avoidance of doubt, any payments to be made jointly by the Sellers to the Buyer under this Agreement (including without limitation, Sections 9.3(a) and 10.1), shall be allocated amongst each Seller, so that they receive a pro rata share of the Purchase Price equal to the fraction the numerator of which is the number of Sale Shares to be sold by such Seller and the denominator of which is the aggregate number of Sale Shares (the “Seller Ownership Percentage”).
Payment by Sellers. If the 1999 Funded Debt, as finally determined, is greater than the Estimated Funded Debt, Sellers will, on the Final Payment Date, pay to the Purchaser an amount, in cash, equal to such difference.
Payment by Sellers. 32 6.13 Termination and Amendment of Certain Employee Benefit Plans. . . .32
Payment by Sellers. Immediately prior to the transfers described in Section 6.11 Sellers shall make a cash payment to Bank in an amount equal to the amount set forth on Schedule 6.12 ("Deferred Tax Amount"). It is agreed that for purposes of Schedule 6.12, that the contingent tax liability related to real estate shall not exceed the total contingent tax liability recorded on the books of Bank and the Bank Subsidiaries. Sellers will, upon filing of their consolidated Tax Return for the year including the Closing Date, disclose to Buyer the actual Deferred Tax Amount claimed on said return ("Claimed Amount"). If the Claimed Amount is more than 10% greater or less than the Deferred Tax Amount shown of Schedule 6.11 then within 30 days after filing such return (i) Sellers shall pay to Buyer such amount if greater than the amount shown on Schedule 6.11 and (ii) Buyer shall pay to Sellers such amount if less than the amount shown on Schedule 6.11, said payments to be in immediately available funds.
Payment by Sellers. If the Actual Closing Date Working Capital Amount is less than the Estimated Working Capital (the amount of such deficit being the “Working Capital Deficit Adjustment”), the Surviving Corporation and the Sellers’ Representative shall jointly instruct the Escrow Agent to pay to the Surviving Corporation, from the Escrowed Amount, an aggregate amount equal to the Working Capital Deficit Adjustment, together with interest earned in the escrow thereon, if any, as provided in the Escrow Agreement, after taking into account any amounts paid pursuant to Section 1.8(c)(iii). Such payment will be made in cash, by cashier’s or certified check, or by wire transfer of immediately available funds to an account designated by the Surviving Corporation.
Payment by Sellers. If the August 22, 2001 Net Asset Value is less than the Estimated August 22, 2001 Net Asset Value, Sellers shall within five Business Days after the Determination Date pay to the Purchaser by wire transfer an amount equal to the Estimated August 22, 2001 Net Asset Value minus the August 22, 2001 Net Asset Value.
Payment by Sellers. If the Final Aggregate Purchase Price, as finally determined pursuant to Section 2.8(b), is less than the Estimated Aggregate Purchase Price, then the Purchaser and the Representative (on behalf of the Sellers) shall direct the Escrow Agent to release to the Purchaser, from the Escrow Account, an amount equal to such difference within five (5) Business Days after the final determination of the items set forth in the Closing Statement.
Payment by Sellers. 17 ARTICLE II
Payment by Sellers. At the Closing, the Principal Sellers shall pay or cause Hanbet to pay $854,528.30 to Ginsbury U.S. in full satisfaction of the notes receivable from Hanbet to Ginsbury U.S.
