Payment of the Deferred Purchase Price Sample Clauses

Payment of the Deferred Purchase Price. On each Deferred Payment Date, the Deferred Purchase Price Payment on such date shall be paid by the Purchaser to the Sellers in accordance with the proportion set forth in Schedule 3.1.1(a) or as otherwise informed to the Purchaser by the Sellers’ Representatives in accordance with Section 16.1.1 or Section 16.6, in case of assignment of the rights under this Agreement, by means of TED in favor of the Sellers’ bank accounts or, in the case of the Non-Brazilian Tax Resident Sellers, at their sole discretion, wire transfer to the respective bank accounts outside of Brazil, which such bank accounts shall be informed by each Seller to the Purchaser in writing at least one (1) Business Day in advance to such payment. If the Sellers and the Purchaser are unable to reach an agreement in relation to the amount of the Deferred Purchase Price Payment that shall be paid on any Deferred Payment Date, if any, the Purchaser shall pay the uncontroversial amount, and the controversial amount shall be paid on the date on which (i) an arbitration award determining the release of the controversial amount passes into res judicata, or (ii) the Parties reach an agreement on the release of the controversial amount.
Sample 1
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Payment of the Deferred Purchase Price. There shall be a single aggregate deferred purchase price (the “Aggregate Deferred Purchase Price”) calculated in connection with the sale of all or a portion of the Receivable pursuant to the Receivable Purchase Agreements (including the sale of the Purchased Receivable pursuant to this Agreement). In the event that no Future Receivables Transactions occur, the portion of the Aggregate Deferred Purchase Price payable in connection with the sale of the Purchased Receivable under this Agreement (the “Deferred Purchase Price”) shall be as set forth below in subclause (ii). The Deferred Purchase Price shall, if greater than zero, be payable to the Seller’s Account by Purchaser on the thirtieth (30th) day following remittance by Servicer to Purchaser of the Final Collections Payment. For the avoidance of doubt, there shall be no cap on the amount of Aggregate Deferred Purchase Price, if any, calculated in accordance with the formula below. To the extent the formula below results in a negative number, the Aggregate Deferred Purchase Price shall be zero.
Sample 1
Payment of the Deferred Purchase Price. The deferred purchase price for the Purchased Receivable (the “Deferred Purchase Price”) shall, if greater than zero, be payable to the Seller’s Account by Purchaser on the thirtieth (30th) day following remittance by Servicer to Purchaser of the Final Collections Payment. For the avoidance of doubt, there shall be no cap on the amount of Deferred Purchase Price, if any, payable to Seller in accordance with the formula below. To the extent the formula below results in a negative number, the Deferred Purchase Price shall be zero. Deferred Purchase Price = A – B – C – D – E, where: A = The Collections B = The Funded Amount C = Any Late Payment Discount D = Commitment Fee E = Purchaser Equity Amount
Sample 1
Payment of the Deferred Purchase Price. The Deferred Purchase Price payable in respect of the Eligible Receivables offered for sale and transfer on any Secondary Transfer Date shall be payable by the FCC no later than 3.00 p.m. on the next Secondary Transfer Date or at the latest on the next Principal Transfer Date, by transferring the Deferred Purchase Price to the credit of the relevant Administrative Agent Account by debiting the FCC General Account, provided that the Administrative Agents shall receive the Deferred Purchase Price in the capacity as legal agent (mandataire) of the Sellers in accordance with Clauses 21 and 22.
Sample 1

Related to Payment of the Deferred Purchase Price

  • Payment of the Purchase Price The Purchase Price shall be paid as follows:

  • Payment of Receivables Purchase Price In consideration of the sale of the Receivables from the Seller to the Purchaser as provided in Section 2.1, on the Closing Date the Purchaser shall have paid to the Seller the Receivables Purchase Price.

  • Asset Purchase Price (a) All Assets and assets of the Failed Bank subject to an option to purchase by the Assuming Institution shall be purchased for the amount, or the amount resulting from the method specified for determining the amount, as specified on Schedule 3.2, except as otherwise may be provided herein. Any Asset, asset of the Failed Bank subject to an option to purchase or other asset purchased for which no purchase price is specified on Schedule 3.2 or otherwise herein shall be purchased at its Book Value. Loans or other assets charged off the Accounting Records of the Failed Bank before the Bid Valuation Date shall be purchased at a price of zero.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Allocation of the Purchase Price (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered.

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • Reduction in Purchase Price Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it in its sole discretion shall determine to be advisable in order that any consolidation or subdivision of the Preferred Shares, issuance wholly for cash of any of the Preferred Shares at less than the current market price, issuance wholly for cash of Preferred Shares or securities which by their terms are convertible into or exchangeable for Preferred Shares, dividends on Preferred Shares payable in Preferred Shares or issuance of rights, options or warrants referred to hereinabove in this Section 11, hereafter made by the Company to holders of its Preferred Shares shall not be taxable to such stockholders.

  • Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).

  • Adjustment to Purchase Price The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable law.

  • Purchase Price Adjustment (a) At least five (5) Business Days prior to the Closing, Trimble shall prepare and deliver to AGCO a statement (the “Estimated Company Closing Statement”) in substantially the form and calculated in accordance with accounting principles, policies, practices, procedures, classifications and methodologies attached hereto as Exhibit G, setting forth its good faith estimates of the Company Closing Cash (the “Estimated Company Closing Cash”), the Company Closing Indebtedness (the “Estimated Company Closing Indebtedness”), the Company Closing Working Capital (the “Estimated Company Closing Working Capital”) and the Company Closing Transaction Expenses (the “Estimated Company Closing Transaction Expenses”), in each case, with such estimates calculated based on Cash, Indebtedness, Working Capital and Transaction Expenses as of the prior month’s end close, which statement shall contain (i) an estimated balance sheet of the Company as of the end of the prior month (after giving effect to the Carve-Out Restructuring, but without giving effect to the JCA Contribution), and (ii) a calculation of the Estimated Company Closing Cash, the Estimated Company Closing Indebtedness, the Estimated Company Closing Working Capital and the Estimated Closing Transaction Expenses, in each case, as of the prior month’s end close, together with reasonable supporting documentation. Following the delivery of the Estimated Company Closing Statement, Trimble shall make its representatives reasonably available to AGCO to discuss the calculations contained in the Estimated Company Closing Statement, and the Parties shall consider in good faith the other Party’s comments to the Estimated Company Closing Statement. If any adjustments are made to the Estimated Company Closing Statement by Trimble following the good faith discussion of the Parties prior to the Closing, such adjusted Estimated Company Closing Statement shall thereafter become the Estimated Company Closing Statement for all purposes of this Section 2.7.

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