Payment of Deficit Amount Sample Clauses

Payment of Deficit Amount. If (A) the Actual Closing Working Capital plus the Actual Closing Cash and Cash Equivalents minus the sum of the Actual Closing Indebtedness and the Actual Transaction Expenses is less than (including, if such amount is a larger negative number) (B) the Estimated Closing Working Capital plus the Estimated Closing Cash and Cash Equivalents minus the sum of the Estimated Closing Indebtedness and the Estimated Transaction Expenses (the amount of such deficit being the “Deficit Amount”), then the Net Purchase Price shall be decreased by such Deficit Amount, and within five (5) Business Days after the determination thereof, Seller shall pay by wire transfer of immediately available funds to one or more accounts designated by Buyer, an amount equal to the Deficit Amount.
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Payment of Deficit Amount. If (A) the Actual Closing Working Capital plus the Actual Closing Cash and Cash Equivalents minus the sum of the Actual Closing Indebtedness and the Actual Transaction Expenses is less than (including, if such amount is a larger negative number) (B) the Estimated Closing Working Capital plus the Estimated Closing Cash and Cash Equivalents minus the sum of the Estimated Closing Indebtedness and the Estimated Transaction Expenses (the amount of such deficit being the “Deficit Amount”), then the Net Purchase Price shall be decreased by the lesser of (x) such Deficit Amount and (y) the Escrow Amount (such lesser amount, the “Deficit Payment”), and within five (5) Business Days after the determination thereof, Buyer and Seller shall provide a joint written instruction to the Escrow Agent to deliver from the Adjustment Escrow Account and, if applicable, the Special Escrow Account, to Buyer, by wire transfer of immediately available funds to an account designated in writing by Buyer, an amount equal to such Deficit Payment. In the event the Deficit Payment is in excess of the Adjustment Escrow Amount, Buyer may elect to recover such excess from the Special Escrow Account. In the event any amounts remain in the Adjustment Escrow Account after payment of the Deficit Payment, Buyer and Seller shall provide a joint written instruction to the Escrow Agent to deliver such amounts, by wire transfer of immediately available funds to one or more accounts designated by Seller, at the same time as payment of the Deficit Payment is made to Buyer. For the avoidance of doubt, Buyer agrees that recovery from the Adjustment Escrow Account and the Special Escrow Account shall be the sole and exclusive remedy available to Buyer or any of its Affiliates against Seller, any of its Affiliates or any of their respective directors, officers, employees, agents or representatives arising out of or relating to any Deficit Amount and neither Buyer nor any of its Affiliates shall have any claim against Seller, any of its Affiliates or any of their respective directors, officers, employees, agents or representatives in respect thereof. Any such amounts shall be treated by the parties hereto as an adjustment to the Net Purchase Price, unless otherwise required by Law.
Sample 1

Related to Payment of Deficit Amount

  • Principal Payment The Borrower shall fail to pay any principal of any Note when the same becomes due and payable as set forth in this Agreement;

  • Principal Payment Date Any unpaid principal of this promissory note (this "Demand Note") shall be paid on the Demand Date.

  • Amortization Payments The Company shall make three payments (each an “Amortization Payment”) as follows: on the six-month anniversary of the Original Issue Date, on the seven-month anniversary of the Original Issue Date, and on the Maturity Date (each such date a “Payment Date”), provided that if any Payment Date is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day. Each Amortization Payment shall be equal to one-third of the original principal amount of the Note, plus all accrued interest thereon as of the Payment Date, as adjusted pursuant to Section 2(c) below. At the Holder’s option (except as set forth herein), payment may be made in cash or in duly authorized, validly issued, fully paid and non-assessable shares of Common Stock, provided the Company complies with the Equity Conditions provided in Section 2(d), below.

  • Principal Payments Originator is authorized and directed by SPV to enter on the grid attached hereto, or, at its option, in its books and records, the date and amount of each loan made by it which is evidenced by this Subordinated Note and the amount of each payment of principal made by SPV, and absent manifest error, such entries shall constitute prima facie evidence of the accuracy of the information so entered; provided that neither the failure of Originator to make any such entry or any error therein shall expand, limit or affect the obligations of SPV hereunder.

  • Payment Amount Payment for the Services shall be as follows: (choose one) ☐ - $______________________ for the Services (“Payment”). ☐ - At an hourly rate of $____ per hour (“Payment”). ☐ - Other. ______________________________________________ (“Payment”) If the Subcontractor asserts a claim which involves, in whole or in part, acts or omissions which are the responsibility of the Client or another person for whom a claim may be submitted, including but not limited to, claims for failure to pay, an extension of time, impacts, delay damages, or extra work, the Contractor shall present the Subcontractor's claim to the Client or other responsible party provided the Subcontractor presents to Contractor competent supporting evidence and in sufficient time for the Contractor to do so. The Subcontractor shall cooperate fully with the Contractor in any and all steps the Contractor takes in connection with prosecuting such a claim and shall hold harmless and reimburse the Contractor for all expenses, including legal expenses, incurred by the Contractor which arise out of the Contractor's submission of the Subcontractor's claims to the Client or other responsible party(ies). The Subcontractor shall be bound by any adjudication or award in any action or proceeding resolving such a claim.

  • Interest Amount Unless otherwise specified in Paragraph 13 and subject to Paragraph 4(a), in lieu of any interest, dividends or other amounts paid or deemed to have been paid with respect to Posted Collateral in the form of Cash (all of which may be retained by the Secured Party), the Secured Party will Transfer to the Pledgor at the times specified in Paragraph 13 the Interest Amount to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose). The Interest Amount or portion thereof not Transferred pursuant to this Paragraph will constitute Posted Collateral in the form of Cash and will be subject to the security interest granted under Paragraph 2.

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