Payment by the Sellers Sample Clauses

Payment by the Sellers. 9.5.1 If the Sellers have accepted the amount claimed by the Purchaser (or are deemed to have accepted that amount pursuant to Clause 9.3) or if the Sellers and the Purchaser have agreed on another amount, the Sellers shall pay such amount (subject to the limitations set out in Clause 8) within fifteen days of such acceptance or agreement.
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Payment by the Sellers. If the 1999 EBITDA, as finally determined, is less than the Estimated EBITDA, the Sellers will, within five (5) Business Days after the determination thereof (the "Final Payment Date"), pay to the Purchaser an amount, in cash, equal to the product of (a) the sum of the Estimated EBITDA minus the 1999 EBITDA multiplied by (b) 5.5. Such payment will initially be made by wire transfer or
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Payment by the Sellers. If the Closing Net Worth is less than Preliminary Net Worth, the Sellers shall (in proportion to their interests sold), within 3 days after the date the Closing Net Worth is determined under and in accordance with the above, deliver to Buyer a check, or wire transfer of immediately available funds to an account designated by Buyer, in an aggregate amount equal to the excess of the Preliminary Net Worth over the Closing Net Worth.
Sample 1
Payment by the Sellers. If the Closing Purchase Price exceeds the Final Purchase Price, the Buyer and the Sellers’ Committee shall instruct the Escrow Agent to distribute an amount equal to such excess to the Buyer from the Escrow Amount, and/or to the extent the Escrow Amount is insufficient to pay such excess, then the Sellers shall (which obligation shall be several, but not joint), within five (5) business days after the date the Final Purchase Price is determined under Section 2.2, deliver to the Buyer a wire transfer of immediately available funds in an aggregate amount equal to such excess less any amounts paid from the Escrow Amount in respect thereof. Any payments made from the Escrow Amount to Buyer pursuant to this Section 2.2(f)(ii) shall be refunded into the Escrow Account pursuant to the terms and conditions of Section 3(b) of the Escrow Agreement.
Sample 1
Payment by the Sellers. If the Final Purchase Price is less than the Preliminary Purchase Price, the Sellers shall, within five days after the date the Final Purchase Price is determined under Section 1.6, deliver to the Purchaser an amount equal to the Preliminary Purchase Price minus the Final Purchase Price (plus simple interest on such difference at a rate of 6% per annum from the Closing Date through the date of payment). The obligations of the Sellers under this Section 1.7.2 shall be several (and not joint), based upon the Common Stock Percentages set forth on the Schedule of Sellers.
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Payment by the Sellers. If the Actual Net Working Capital Amount is less than the Actual Baseline Net Working Capital Amount, then the Sellers shall, within five (5) Business Days after the determination thereof, pay to the Purchaser an aggregate amount equal to the result of (x) the Actual Baseline Net Working Capital Amount, minus (y) the Actual Net Working Capital Amount, plus (z) interest on the difference between (x) and (y) from the Closing Date to the date of payment at an interest rate equal to the Prime Rate. Such payment will be made by wire transfer or delivery of other immediately available funds on the Final Payment Date.
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Payment by the Sellers. 8.4.1 If the Sellers have accepted or are deemed to have accepted the amount of the Losses claimed by the Purchaser pursuant to Clause 8.3.5, or if the Sellers and the Purchaser have agreed another amount, the Sellers shall pay such amount to the Beneficiary (subject to any set-off pursuant to Clause 3.6) within thirty (30) days of such acceptance or agreement.
Sample 1
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Payment by the Sellers. If the Actual Purchase Price is less than the Estimated Purchase Price, each Seller shall, within five (5) business days after the determination thereof, pay to the Buyer an amount equal to such Seller's Allocable Portion of such difference plus simple interest thereon from the Closing Date to the date of payment at an interest rate equal to 6% per annum. Such payments will be made by wire transfer or delivery of other immediately available funds.
Sample 1

Related to Payment by the Sellers

  • Assignment by the Seller The Seller shall assign (exclusive of the Seller’s rights arising under Section 8.02(iii) and 8.03), its interest under this Agreement to the Depositor, which in turn shall assign such rights to the Trustee, and the Trustee then shall succeed to all rights of the Seller under this Agreement.

  • Assignment by the Seller or the Servicer Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.04 and 7.03 of this Agreement and as provided in the provisions of this Agreement concerning the resignation or termination of the Servicer, this Agreement may not be assigned by the Seller or the Servicer.

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

  • Deliveries by the Seller At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer the following:

  • Assignment by the Company The rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Investor.

  • Deliveries by the Sellers At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer:

  • Assignment by the Depositor or the Servicer Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.04 and 7.03 herein and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the Depositor or the Servicer.

  • Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024.

  • Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.

  • Indemnities by the Seller Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all claims, damages, expenses, costs, losses and liabilities, including Attorney Costs (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement, the use of proceeds of Purchases or Reinvestments, or any interest therein, or the purchase of the Purchased Interest or in respect of any Pool Receivable, Related Security or Contract, or in respect of any other Transaction Document except (a) to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; (b) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

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