Common use of Settlement Payments Clause in Contracts

Settlement Payments. On the Settlement Date, the following amounts shall be paid, by wire transfer (a) of immediately available funds to an account designated in writing by the recipient thereof to the other party prior to the Settlement Date, as follows: (i) if the Purchase Price exceeds the Initial Payment, Purchaser shall pay, or cause any Purchaser Affiliate to pay, to Seller or any Assigning Subsidiary, as applicable, an aggregate amount equal to the sum of (A) the Settlement Payment, and (B) the Settlement Interest; or (ii) if the Initial Payment exceeds the Purchase Price, Seller shall pay, or cause the Assigning Subsidiaries to pay, to Purchaser or Purchaser Affiliate, as applicable, an aggregate amount equal to the sum of (A) (i) the excess amount of the Initial Payment over the Purchase Price (the "Excess Amount") plus (ii) interest on the Excess Amount calculated at the Settlement Rate, as in effect on the Settlement Date, for the period from the Closing Date to, but not including, the Settlement Date (calculated on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be) plus (B) (i) the amount equal to the product of (X) the Excess Amount divided by the Initial Payment and (Y) the Cut-Off Date Initial Payment Interest plus (ii) interest on the amount calculated in clause (B)(i) at the Settlement Rate, as in effect on the Settlement Date, for the period from the Closing Date to, but not including, the Settlement Date (calculated on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be). (b) Notwithstanding anything to the contrary in this Section 2.4 or elsewhere in this Agreement, with respect to Assigning Subsidiaries that, in the ordinary course of business, maintain balance sheets denominated in other than U.S. dollars, all payments to be made by Purchaser or a Purchaser Affiliate to any such Assigning Subsidiary pursuant to this Section 2.4 (to the extent related to a Purchased Financing Contract) shall, in the sole discretion of such Assigning Subsidiary, be converted for the purposes of making such payment into the currency in which payments due under such Purchased Financing Contract are denominated using the exchange rate for such currency established in a bona fide, arms-length transaction by Purchaser or a Purchaser Affiliate on customary market terms with a currency exchange broker/market maker that is otherwise not an Affiliate of the Purchaser or a Purchaser Affiliate in effect five (5) Business Days prior to the applicable Settlement Date; provided, however, that neither Purchaser nor any Purchaser Affiliate shall be obligated to make payments hereunder in currency other than U.S. dollars, Japanese Yen, Euros or Pounds Sterling. Not later than three (3) Business Days prior to the Settlement Date, Purchaser shall provide Seller with written notice of the following: (i) the name of Purchaser and each Purchaser Affiliate that desires to make foreign currency payments to any member of the Seller Group in accordance with this Section 2.4(b) and (ii) the specific type of foreign currency that such Purchaser or Purchaser Affiliate desires to utilize for such foreign currency payments.

Settlement Payments. On (a) Upon the Settlement first business day prior to the Termination Date, the following amounts Executive shall be paidreceive a lump-sum payment equal to $495,000, by wire transferrepresenting that part of the Initial Payment referenced in Exhibit A hereto which is made in respect of bonus earned but not yet paid for the Company's fiscal year ended March 31, 1999 under paragraph 9(c)(iii) of his Employment Agreement and bonus payable in satisfaction of Paragraph 9(c)(ii) of his Employment Agreement; (ab) of immediately available funds to an account designated in writing by Upon the recipient thereof to the other party prior to the Settlement Termination Date, as follows:the Executive shall receive (i) if a lump sum payment equal to $450,000, representing the Purchase Price exceeds balance of the Initial PaymentPayments referenced in Exhibit A pursuant to paragraph 9(c)(i) of his Employment Agreement. (ii) the immediate vesting of all stock options held by the Executive pursuant to paragraph 9(c)(v) of his Employment Agreement notwithstanding the terms of any such grant to the contrary, Purchaser shall paywith the ability to exercise any such options for 12 months following the Termination Date, or cause for such shorter period as is expressly permitted by the Merger Agreement, or for such longer period as will permit the Executive to exercise his options in connection with any Purchaser Affiliate to pay, to Seller or any Assigning Subsidiarytransaction resulting from a Follow-On Agreement, as applicablehereinafter defined, an aggregate amount equal to but in no event after the sum earlier of (A) the Settlement Paymentexpiration of the originally applicable five or ten- year option term, and as the same may have been previously extended, or (B) the Settlement InterestSeptember 30, 2000; orand (iiiii) if continuation coverage rights from the Initial Payment exceeds Company under the Purchase Price, Seller shall pay, or cause the Assigning Subsidiaries to pay, to Purchaser or Purchaser AffiliateFederal Consolidated Omnibus Budget Reconciliation Act of 1985, as applicableamended, an aggregate amount which shall commence on the Termination Date pursuant to paragraph 9(c)(vi) of his Employment Agreement. Notwithstanding the foregoing paragraph 2(b)(ii), Executive agrees that upon a Merger, as hereinafter defined, the Company may, if required in the Follow-On Agreement, as hereinafter defined, require that Executive surrender for cancellation all of Executive's outstanding options in exchange for a cash payment equal to the sum of amount (Aif any) (i) by which the excess amount Change in Control price of the Initial Payment over stock underlying Executive's options exceeds the Purchase Price applicable option price, and, in that event, all such options will be canceled (without regard to whether the "Excess Amount") plus (ii) interest on the Excess Amount calculated at the Settlement Rate, as in effect on the Settlement Date, for the period from the Closing Date to, but not including, the Settlement Date (calculated on the basis fair market value of the actual number of days elapsed in a year of 365 or 366 days, as stock exceeds the case may be) plus (B) (i) the amount equal to the product of (X) the Excess Amount divided by the Initial Payment and (Y) the Cut-Off Date Initial Payment Interest plus (ii) interest on the amount calculated in clause (B)(i) option price at the Settlement Rate, as in effect on the Settlement Date, for the period from the Closing Date to, but not including, the Settlement Date (calculated on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may besuch time). (bc) Notwithstanding anything to In the contrary in this Section 2.4 or elsewhere in this Agreementevent of, with respect to Assigning Subsidiaries thatand immediately upon the closing of, a Merger, as hereinafter defined, the Executive or, in the ordinary course event of businesshis death, maintain balance sheets denominated in other than U.S. dollars, all payments to be made by Purchaser the beneficiary or a Purchaser Affiliate to any such Assigning Subsidiary pursuant to this Section 2.4 (beneficiaries whom the Executive has identified to the extent related to a Purchased Financing Contract) shallCompany for this purpose, or, in the sole discretion of such Assigning Subsidiary, be converted for event notice from the purposes of making such payment into Executive to the currency in which payments due under such Purchased Financing Contract are denominated using the exchange rate for such currency established in a bona fide, arms-length transaction by Purchaser or a Purchaser Affiliate on customary market terms with a currency exchange broker/market maker that is otherwise Company identifying his beneficiaries has not an Affiliate of the Purchaser or a Purchaser Affiliate in effect five (5) Business Days been received prior to the applicable Settlement Executive's date of death, the Executive's estate shall receive an additional lump-sum payment, pursuant to paragraph 9(d) of his Employment Agreement, equal to $2,285,000 representing the contingent payments referenced in Exhibit A. For purposes of this paragraph 2(b), a Merger shall mean the consummation of a transaction constituting a "Change of Control", as defined under paragraph 1(g) of the Employment Agreement (a "Change in Control"), with Jackpot Enterprises, Inc., or any subsidiary thereof, occurring at any time after the Effective Date; provided, howeveror with any other entity identified on Exhibit B hereto, that neither Purchaser nor any Purchaser Affiliate provided a definitive agreement to complete such transaction shall have been entered into by the Company with such other entity within six months following the termination of the Merger Agreement but in no event later than September 30, 2000 (a "Follow-On Agreement"). (d) The Company shall be obligated entitled to make withhold from the benefits and payments hereunder described herein (and in currency other than U.S. dollars, Japanese Yen, Euros or Pounds Sterling. Not later than three (3Exhibit A) Business Days prior all income and employment taxes required to the Settlement Date, Purchaser shall provide Seller with written notice of the following: (i) the name of Purchaser and each Purchaser Affiliate that desires to make foreign currency payments to any member of the Seller Group in accordance with this Section 2.4(b) and (ii) the specific type of foreign currency that such Purchaser or Purchaser Affiliate desires to utilize for such foreign currency paymentsbe withheld by applicable law.

Settlement Payments. On the Settlement Date, the following amounts shall be paid, by wire transfer (a) of immediately available funds to an account designated in writing by the recipient thereof to the other party prior to the Settlement Date, as follows: (i) if the Purchase Price exceeds the Initial Payment, Purchaser shall pay, or cause any Purchaser Affiliate to pay, to Seller or any Assigning Subsidiary, as applicable, an aggregate amount equal to the sum of (A) the Settlement Payment, and (B) the Settlement Interest; or (ii) if the Initial Payment exceeds the Purchase Price, Seller shall pay, or cause the Assigning Subsidiaries to pay, to Purchaser or Purchaser Affiliate, as applicable, an aggregate amount equal to the sum of (A) (i) the excess amount of the Initial Payment over the Purchase Price (the "Excess Amount") plus (ii) interest on the Excess Amount calculated at the ---- Settlement Rate, as in effect on the Settlement Date, for the period from the Closing Date to, but not including, the Settlement Date (calculated on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be) plus (B) (i) the amount equal to the product of (X) the Excess Amount divided by the Initial Payment and (Y) the Cut-Off ---- Date Initial Payment Interest plus (ii) interest on the amount calculated in clause (B)(i) at the Settlement Rate, as in ---- effect on the Settlement Date, for the period from the Closing Date to, but not including, the Settlement Date (calculated on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be). (b) Notwithstanding anything to the contrary in this Section 2.4 or elsewhere in this Agreement, with respect to Assigning Subsidiaries that, in the ordinary course of business, maintain balance sheets denominated in other than U.S. dollars, all payments to be made by Purchaser or a Purchaser Affiliate to any such Assigning Subsidiary pursuant to this Section 2.4 (to the extent related to a Purchased Financing Contract) shall, in the sole discretion of such Assigning Subsidiary, be converted for the purposes of making such payment into the currency in which payments due under such Purchased Financing Contract are denominated using the exchange rate for such currency established in a bona fide, arms-length transaction by Purchaser or a Purchaser Affiliate on customary market terms with a currency exchange broker/market maker that is otherwise not an Affiliate of the Purchaser or a Purchaser Affiliate in effect five (5) Business Days prior to the applicable Settlement Date; provided, however, that neither Purchaser nor any Purchaser Affiliate shall be obligated to make payments hereunder in currency other than U.S. dollars, Japanese Yen, Euros or Pounds Sterling. Not later than three (3) Business Days prior to the Settlement Date, Purchaser shall provide Seller with written notice of the following: (i) the name of Purchaser and each Purchaser Affiliate that desires to make foreign currency payments to any member of the Seller Group in accordance with this Section 2.4(b) and (ii) the specific type of foreign currency that such Purchaser or Purchaser Affiliate desires to utilize for such foreign currency payments.

Settlement Payments. On (a) Without prejudicing in any manner the rights or obligations of the parties pursuant to Section 5.05 (including the preparation of the Final Adjusted Closing Date Schedule, the settlement of the Purchase Price in accordance with Section 2.05(b) and the dispute resolution procedures in respect of the Draft Closing Statements and the Final Closing Statements in accordance with Section 5.05(a)(iv) and Section 5.05(b)), within two (2) Business Days following the date of the delivery by the Purchaser of the Interim Balance Sheet pursuant to Section 5.05(a)(iii), the following amounts shall be paid, by wire transfer of immediately available funds, to an account designated in writing prior to such payment date by the recipient thereof to the party required to make such payment: (i) if the Interim Purchase Price exceeds the Initial Payment, the Purchaser shall (and/or shall cause the applicable Acquiring Entity to) pay to the Seller the absolute value of the amount of such excess, together with accrued interest thereon, calculated at the Settlement Rate as from time to time in effect, for the period from the date hereof to and including the date upon which such payment is made (calculated on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be); and (ii) if the Initial Payment exceeds the Interim Purchase Price, the Seller shall pay, or shall cause to be paid, to the Purchaser (and/or one or more Acquiring Entities, as directed by the Purchaser) the absolute value of the amount of such excess, together with accrued interest thereon, calculated at the Settlement Rate as from time to time in effect, for the period from the date hereof to and including the date upon which such payment is made (calculated on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be); provided, however, that notwithstanding any provision of Section 5.05, any disputes in respect of the preparation of the draft Closing Date Schedule, the Interim Balance Sheet or the calculation of the Interim Purchase Price and any proposals for adjustments to any of the foregoing shall be reserved (and not waived) by the parties and deferred until the conclusion of the settlement in accordance with this Section 2.05(a) and the delivery of the draft of the audited Closing Date Schedule. (b) In the event the parties settle certain amounts in accordance with Section 2.05(a), then on the Settlement Date, the following amounts shall be paid, by wire transfer (a) transfer of immediately available funds funds, to an account designated in writing prior to the Settlement Date by the recipient thereof to the other party prior required to the Settlement Date, as followsmake such payment: (i) if the Purchase Price exceeds the Initial PaymentInterim Purchase Price, the Purchaser shall pay, or (and/or shall cause any Purchaser Affiliate the applicable Acquiring Entity to) pay to pay, to the Seller or any Assigning Subsidiary, as applicable, an aggregate amount equal to the sum absolute value of (A) the Settlement Payment, and (B) the Settlement Interest; or (ii) if the Initial Payment exceeds the Purchase Price, Seller shall pay, or cause the Assigning Subsidiaries to pay, to Purchaser or Purchaser Affiliate, as applicable, an aggregate amount equal to the sum of (A) (i) the excess amount of the Initial Payment over the Purchase Price (the "Excess Amount") plus (ii) such excess, together with accrued interest on the Excess Amount thereon, calculated at the Settlement Rate, Rate as from time to time in effect on the Settlement Dateeffect, for the period from the Closing Date to, but not including, date hereof to and including the Settlement Date (calculated on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be); or (ii) plus if the Interim Purchase Price exceeds the Purchase Price, the Seller shall pay to the Purchaser (Band/or one or more Acquiring Entities, as directed by the Purchaser) (i) the an amount equal to the product absolute value of (X) the Excess Amount divided by the Initial Payment and (Y) the Cut-Off Date Initial Payment Interest plus (ii) interest on the amount of such excess, together with accrued interest thereon, calculated in clause (B)(i) at the Settlement Rate, Rate as from time to time in effect on the Settlement Dateeffect, for the period from the Closing Date to, but not including, date hereof to and including the Settlement Date (calculated on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be). (bc) Notwithstanding anything to In the contrary event the parties do not settle any amounts in this accordance with Section 2.4 or elsewhere in this Agreement2.05(a), with respect to Assigning Subsidiaries that, in then on the ordinary course of business, maintain balance sheets denominated in other than U.S. dollars, all payments to be made by Purchaser or a Purchaser Affiliate to any such Assigning Subsidiary pursuant to this Section 2.4 (to the extent related to a Purchased Financing Contract) shall, in the sole discretion of such Assigning Subsidiary, be converted for the purposes of making such payment into the currency in which payments due under such Purchased Financing Contract are denominated using the exchange rate for such currency established in a bona fide, arms-length transaction by Purchaser or a Purchaser Affiliate on customary market terms with a currency exchange broker/market maker that is otherwise not an Affiliate of the Purchaser or a Purchaser Affiliate in effect five (5) Business Days prior to the applicable Settlement Date; provided, however, that neither Purchaser nor any Purchaser Affiliate the following amounts shall be obligated paid, by wire transfer of immediately available funds, to make payments hereunder an account designated in currency other than U.S. dollars, Japanese Yen, Euros or Pounds Sterling. Not later than three (3) Business Days writing prior to the Settlement Date, Purchaser shall provide Seller with written notice of Date by the following: recipient thereof to the party required to make such payment: (i) if the name of Purchase Price exceeds the Initial Payment, the Purchaser and each Purchaser Affiliate that desires shall (and/or shall cause the applicable Acquiring Entity to) pay to make foreign currency payments to any member of the Seller Group an amount equal to the Settlement Payment plus the Settlement Interest in accordance with this Section 2.4(b) and respect thereof; or (ii) if the specific type of foreign currency that such Initial Payment exceeds the Purchase Price, the Seller shall pay to the Purchaser (and/or one or Purchaser Affiliate desires more Acquiring Entities, as directed by the Purchaser) an amount equal to utilize for such foreign currency paymentsthe Settlement Payment plus the Settlement Interest in respect thereof.

Settlement Payments. On (i) Any Party that receives or becomes entitled to (or whose Affiliate receives or becomes entitled to) any Tax refund (or credit for overpayment) with respect to Taxes for which the Settlement Date, the following amounts other Party would be liable under this Section 6.8 (a “Refund Recipient”) shall be paid, by wire transfer (a) of immediately available funds to an account designated in writing by the recipient thereof pay to the other party prior Party the entire amount of such refund or credit to the Settlement extent attributable to payments made by such other Party (including any interest thereon from the Taxing Authority, but (1) net of (x) any Taxes imposed by, a Taxing Authority with respect to such refund or credit (or other additional Tax payable as a result thereof), (y) out-of-pocket costs to obtain any such refund or credit and (z) any cost incurred in preparing any claim for such refund or credit) and (2) only to the extent received or actually used to reduce Taxes of the Refund Recipient for a Post-Closing Tax Period, in each case, within two years of the Closing Date, as follows: (i) if the Purchase Price exceeds the Initial Payment, Purchaser shall pay, or cause any Purchaser Affiliate to pay, to Seller or any Assigning Subsidiary, as applicable, an aggregate amount equal to the sum of (A) in the Settlement Paymentcase of a refund actually received, no more than 20 Business Days after receiving such refund and (B) in the Settlement Interestcase of the application of such refund as a credit against future Taxes, no more than 20 Business Days after the filing of the Tax Return electing such credit; orprovided that if such Refund Recipient is required to repay to the relevant Taxing Authority such refund or credit, the other Party shall, upon the request of such Refund Recipient, repay the amount previously paid to such other Party pursuant to this Section 6.8(e) in respect of such refund or credit (plus any penalties, interest or other charges imposed by the relevant Taxing Authority). (ii) Except as otherwise required by applicable Law or in connection with the resolution of any Tax Claim in accordance with Section 6.8(f), Buyer shall not, and shall cause its Affiliates not to, take any of the following actions without the consent of Seller (not to be unreasonably withheld, conditioned or delayed) if such action would reasonably be expected to result in an increase in Taxes of Seller or any of its Affiliates (excluding any Purchased Entity with respect to Post-Closing Tax Periods) for any taxable period: (A) make or change any Tax election of the Initial Payment exceeds Purchased Entities or related to the Purchase PricePurchased Assets, the Assumed Liabilities or the Business for a Pre-Closing Tax Period (it being understood and agreed that Buyer shall not be permitted to make or file a tax election under Section 338 or 336 of the Code with respect to any Purchased Entity), (B) amend, refile or otherwise modify (or grant an extension of any applicable statute of limitations with respect to) any Seller-Signed Tax Return or Buyer-Signed Tax Return that includes a Pre-Closing Tax Period or Straddle Period Tax Return, (C) carry back any Tax attribute, including any loss, credit, credit carry forward, prepaid Tax or refund, and any claim for or right to receive any of the foregoing (a “Tax Attribute”) of any of the Purchased Entities from a Tax period ending after the Closing Date to any Pre-Closing Tax Period or (D) settle, compromise or otherwise concede any Tax Claim relating to a Pre-Closing Tax Period of any Purchased Entities, in each case, on or after the Closing Date (each, a “Post-Closing Tax Action”). Seller’s or any of its Affiliate’s consent to a Post-Closing Tax Action shall relieve Buyer of any responsibility for any such increase in Taxes of Seller or any of its Affiliates resulting from such Post-Closing Tax Action. Buyer shall notify Seller of any proposal to take a Post-Closing Tax Action that would reasonably be expected to result in an increase to Taxes imposed on Seller or any of its Affiliates (excluding any Purchased Entity with respect to Post-Closing Tax Periods) for any period compared to the amount of Taxes that would have been imposed had Buyer not taken such Post-Closing Tax Action, and Seller shall, within 30 Business Days of receiving such notice, inform Buyer of Seller’s decision whether to consent to such Post-Closing Tax Action. After the Closing, Seller shall paynot, or cause the Assigning Subsidiaries to pay, to Purchaser or Purchaser Affiliate, as applicable, an aggregate amount equal to the sum and shall not permit any of (A) (i) the excess amount of the Initial Payment over the Purchase Price (the "Excess Amount") plus (ii) interest on the Excess Amount calculated at the Settlement Rate, as in effect on the Settlement Date, for the period from the Closing Date its Affiliates to, but not includingamend any Tax Returns, the Settlement Date (calculated on the basis of the actual number of days elapsed in a year of 365 change any Tax elections or 366 days, as the case may be) plus (B) (i) the amount equal to the product of (X) the Excess Amount divided by the Initial Payment and (Y) the Cut-Off Date Initial Payment Interest plus (ii) interest on the amount calculated in clause (B)(i) at the Settlement Rate, as in effect on the Settlement Date, for the period from the Closing Date to, but not including, the Settlement Date (calculated on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be). (b) Notwithstanding anything to the contrary in this Section 2.4 or elsewhere in this Agreement, accounting methods with respect to Assigning Subsidiaries thatany of the Purchased Entities, in the ordinary course of businessPurchased Assets, maintain balance sheets denominated in other than U.S. dollars, all payments to be made by Purchaser the Assumed Liabilities or a Purchaser Affiliate to any such Assigning Subsidiary pursuant to this Section 2.4 (the Business to the extent related such amendment or change would reasonably be expected to a result in additional Taxes or other costs to Buyer or any of its Affiliates (including the Purchased Financing ContractEntities) shall, in the sole discretion of such Assigning Subsidiary, for which it would not otherwise be converted for the purposes of making such payment into the currency in which payments due indemnified under such Purchased Financing Contract are denominated using the exchange rate for such currency established in a bona fide, arms-length transaction by Purchaser or a Purchaser Affiliate on customary market terms with a currency exchange broker/market maker that is otherwise not an Affiliate of the Purchaser or a Purchaser Affiliate in effect five (5) Business Days prior to the applicable Settlement Date; provided, however, that neither Purchaser nor any Purchaser Affiliate shall be obligated to make payments hereunder in currency other than U.S. dollars, Japanese Yen, Euros or Pounds Sterling. Not later than three (3) Business Days prior to the Settlement Date, Purchaser shall provide Seller with written notice of the following: (i) the name of Purchaser and each Purchaser Affiliate that desires to make foreign currency payments to any member of the Seller Group in accordance with this Section 2.4(b) and (ii) the specific type of foreign currency that such Purchaser or Purchaser Affiliate desires to utilize for such foreign currency payments6.8.

Settlement Payments. On (a) Without prejudicing in any manner the rights or obligations of the parties pursuant to Section 5.05 (including the preparation of the Final Adjusted Closing Date Schedule, the settlement of the Purchase Price in accordance with Section 2.05(b) and the dispute resolution procedures in respect of the Draft Closing Statements and the Final Closing Statements in accordance with Section 5.05(a)(iv) and Section 5.05(b)), within two (2) Business Days following the date of the delivery by the Purchaser of the Interim Balance Sheet pursuant to Section 5.05(a)(iii), the following amounts shall be paid, by wire transfer of immediately available funds, to an account designated in writing prior to such payment date by the recipient thereof to the party required to make such payment: (i) if the Interim Purchase Price exceeds the Initial Payment, the Purchaser shall (and/or shall cause the applicable Acquiring Entity to) pay to the Seller the absolute value of the amount of such excess, together with accrued interest thereon, calculated at the Settlement Rate as from time to time in effect, for the period from the Closing Date to and including the date upon which such payment is made (calculated on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be); and (ii) if the Initial Payment exceeds the Interim Purchase Price, the Seller shall pay, or shall cause to be paid, to the Purchaser (and/or one or more Acquiring Entities, as directed by the Purchaser) the absolute value of the amount of such excess, together with accrued interest thereon, calculated at the Settlement Rate as from time to time in effect, for the period from the Closing Date to and including the date upon which such payment is made (calculated on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be); provided, however, that notwithstanding any provision of Section 5.05, any disputes in respect of the preparation of the draft Closing Date Schedule, the Interim Balance Sheet or the calculation of the Interim Purchase Price and any proposals for adjustments to any of the foregoing shall be reserved (and not waived) by the parties and deferred until the conclusion of the settlement in accordance with this Section 2.05(a) and the delivery of the draft of the audited Closing Date Schedule. (b) In the event the parties settle certain amounts in accordance with Section 2.05(a), then on the Settlement Date, the following amounts shall be paid, by wire transfer (a) transfer of immediately available funds funds, to an account designated in writing prior to the Settlement Date by the recipient thereof to the other party prior required to the Settlement Date, as followsmake such payment: (i) if the Purchase Price exceeds the Initial PaymentInterim Purchase Price, the Purchaser shall pay, or (and/or shall cause any Purchaser Affiliate the applicable Acquiring Entity to) pay to pay, to the Seller or any Assigning Subsidiary, as applicable, an aggregate amount equal to the sum absolute value of (A) the Settlement Payment, and (B) the Settlement Interest; or (ii) if the Initial Payment exceeds the Purchase Price, Seller shall pay, or cause the Assigning Subsidiaries to pay, to Purchaser or Purchaser Affiliate, as applicable, an aggregate amount equal to the sum of (A) (i) the excess amount of the Initial Payment over the Purchase Price (the "Excess Amount") plus (ii) such excess, together with accrued interest on the Excess Amount thereon, calculated at the Settlement Rate, Rate as from time to time in effect on the Settlement Dateeffect, for the period from the Closing Date to, but not including, to and including the Settlement Date (calculated on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be); or (ii) plus if the Interim Purchase Price exceeds the Purchase Price, the Seller shall pay to the Purchaser (Band/or one or more Acquiring Entities, as directed by the Purchaser) (i) the an amount equal to the product absolute value of (X) the Excess Amount divided by the Initial Payment and (Y) the Cut-Off Date Initial Payment Interest plus (ii) interest on the amount of such excess, together with accrued interest thereon, calculated in clause (B)(i) at the Settlement Rate, Rate as from time to time in effect on the Settlement Dateeffect, for the period from the Closing Date to, but not including, to and including the Settlement Date (calculated on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be). (c) In the event the parties do not settle any amounts in accordance with Section 2.05(a), then on the Settlement Date, the following amounts shall be paid, by wire transfer of immediately available funds, to an account designated in writing prior to the Settlement Date by the recipient thereof to the party required to make such payment: (i) if the Purchase Price exceeds the Interim Purchase Price, the Purchaser shall (and/or shall cause the applicable Acquiring Entity to) pay to the Seller an amount equal to the Settlement Payment plus the Settlement Interest in respect thereof; or (ii) if the Initial Payment exceeds the Purchase Price, the Seller shall pay to the Purchaser (and/or one or more Acquiring Entities, as directed by the Purchaser) an amount equal to the Settlement Payment plus the Settlement Interest in respect thereof." (b) Notwithstanding anything Section 5.01(d) of the Purchase Agreement is hereby amended by deleting the proviso in its entirety and restating it as follows: "provided, however, that nothing contained in this Agreement shall prohibit (A) any Seller Entity from granting Encumbrances to secure borrowings that will be repaid at or prior to Closing or (B) any Seller Entity from complying with each Non-Purchased Securitization Document or continuing each Securitization Transaction in effect on the date hereof in compliance with such Securitization Documents in effect on the date hereof, subject to the contrary satisfaction of the condition set forth in this Section 2.4 or elsewhere 6.01(l), in this Agreement, with respect to Assigning Subsidiaries thateach case, in the ordinary course of businessbusiness consistent with past practices." (c) Section 5.03(c) of the Purchase Agreement is hereby amended by deleting the last two sentences thereof and replacing them with the following: "The Seller or the Purchaser, maintain balance sheets denominated as the case may be, shall retain in other than U.S. dollarsits possession all Tax Returns and tax records, all payments relating to the Purchased Assets, held by such party immediately after the Closing that might be made by Purchaser or a Purchaser Affiliate relevant to any such Assigning Subsidiary pursuant to this Section 2.4 (to the extent related to a Purchased Financing Contract) shall, in the sole discretion of such Assigning Subsidiary, be converted for the purposes of making such payment into the currency in which payments due under such Purchased Financing Contract are denominated using the exchange rate for such currency established in a bona fide, arms-length transaction by Purchaser Taxable period ending on or a Purchaser Affiliate on customary market terms with a currency exchange broker/market maker that is otherwise not an Affiliate of the Purchaser or a Purchaser Affiliate in effect five (5) Business Days prior to the applicable Settlement DateClosing Date until the relevant statute of limitations has expired. After such time, the Seller or the Purchaser, as the case may be, may dispose of such materials; provided, however, that neither Purchaser nor any Purchaser Affiliate shall be obligated to make payments hereunder in currency other than U.S. dollars, Japanese Yen, Euros or Pounds Sterling. Not later than three (3) Business Days prior to such disposition the Settlement DateSeller or the Purchaser, Purchaser as the case may be, shall provide Seller with written notice give the other party a reasonable opportunity to take possession of such materials, at such other party's expense." (d) Section 5.05(a)(iii) of the followingPurchase Agreement is hereby amended by deleting the first sentence and replacing it as follows: (i) "Concurrently with the name of Purchaser preparation and each Purchaser Affiliate that desires delivery to make foreign currency payments to any member the Purchaser's Accountants, the Seller and the Seller's Accountants of the Seller Group in accordance with this Section 2.4(b) draft Closing Date Schedule, the Purchaser shall, or shall cause the Purchaser's Accountants to, prepare and (ii) deliver to the specific type of foreign currency that such Purchaser or Purchaser Affiliate desires to utilize for the Purchaser's Accountants, as applicable, the Seller and the Seller's Accountants, a draft of the adjusted Closing Date Schedule that reflects the Special Adjustments (the "Interim Balance Sheet").". (e) Section 5.20 of the Purchase Agreement is hereby amended by deleting the words "setting forth the Portfolio Information as of the Closing Date". (f) Section 5.22 of the Purchase Agreement is hereby amended by deleting such foreign currency payments.section in its entirety and replacing as follows: