The Deferred Clause Samples
The Deferred clause establishes that certain payments, obligations, or actions are postponed to a later date rather than being due immediately. In practice, this clause might apply to the payment of a portion of the purchase price in a transaction, with the deferred amount becoming payable after specific conditions are met or after a set period. Its core function is to provide flexibility in the timing of obligations, often helping parties manage cash flow or align performance with future events.
The Deferred. Compensation Account shall be debited each business day with the total amount of any payments made from such account since the last preceding business day to him or for his benefit. Each deemed investment fund will be debited pro-rata based on the value of the investment funds as of the end of the preceding business day.
The Deferred. Purchase Price shall be disbursed, subject to the provisions of paragraphs (c) and (d) of Section 8.2 hereof, as follows:
(i) On April 15, 1999, Buyer shall pay to Seller $300,000 of the Deferred Cash by wire transfer of immediately available funds to an account identified by Seller to Buyer in writing at least two Business Days prior to April 15, 1999; and
(ii) On the first anniversary of the Closing Date (A) Buyer shall pay Seller the remainder of the Deferred Cash by wire transfer of immediately available funds to an account identified by Seller to Buyer in writing at least two Business Days prior to the first anniversary of the Closing Date and (B) Buyer shall deliver to Seller the Deferred Common Stock.
The Deferred. Consideration Accounts and the computation of Actual EBITDA shall be prepared in the format set out in Part 2 of this Schedule 12.
The Deferred. Consideration Accounts and the computation of Actual EBITDA shall be delivered to the Sellers by the Purchaser as soon as is practicable and:
4.1.1 (in the case of the 2012 Deferred Consideration Accounts) in any event, not later than 60 days after 31 March 2012; or
4.1.2 (in the case of the 2013 Deferred Consideration Accounts)in any event, not later than 60 days after 31 March 2013. Prior to such delivery, the Purchaser shall, so far as is practicable, consult with the Sellers with a view to reducing the potential areas of future disagreement.
The Deferred. Consideration Accounts and the computation of Actual EBITDA shall be prepared on the basis that they relate to the Group as a going concern and shall exclude any effect of the change of control or ownership of the Companies contemplated by this Agreement or any other effect of this Agreement.