Fixed Deferred Payment definition
Examples of Fixed Deferred Payment in a sentence
Schedule 2.4 (Fixed Deferred Payment Schedule) to the Purchase Agreement is hereby deleted in its entirety and replaced with Schedule 2.4 attached hereto.
If Buyer makes the scheduled payment under the Base Note, but defers the Fixed Deferred Payment, that shall be regarded as a deferral for purposes of the preceding sentence.
Commencing on the first Quarterly Payment Date following the Closing Date and on each Quarterly Payment Date thereafter, continuing through the Quarterly Payment Date immediately following December 31, 2007 (the "Fixed Payment Term"), Buyer shall make a payment to Seller (a "Fixed Deferred Payment") as set forth on Schedule 2.4 hereto (subject to adjustment as provided in Section 2.6 hereof).
In the event that the aggregate sales (not counting Excluded Sales) of synthetic fuel produced at the Facility fall below 175,000 tons for any Quarter (for any reason, including without limitation, a force majeure event), Buyer may defer the scheduled payment under the Base Note and the Fixed Deferred Payment for such Quarter by giving Seller written notice of such deferral on or before the Quarterly Payment Date in the form of a notice substantially similar to Exhibit C hereto.
Any Fixed Deferred Payment shall bear interest in accordance with Section 8.12(b) hereof.
If Buyer’s equityholder(s) sell or transfer the ownership interests of Buyer to any buyer who is not an Affiliate of Buyer (including by merger), then all Fixed Deferred Payment shall become immediately due and owing and shall be paid out of the proceeds of any such sale of the ownership interests.
If the Buyer sells all or substantially all of the stock or assets of the Company to a buyer who is not an Affiliate of the Buyer, then the Fixed Deferred Payment shall become immediately due and owing and shall be paid out of the proceeds of any such sale of stock or assets of the Company.
The Purchaser shall pay to the Seller, in immediately available funds to an account designated by the Seller not later than two Business Days prior to the date of payment, the Fixed Deferred Payment for fiscal years 2008 and 2009 within five (5) Business Days following completion of the audited financial statements of the Company for 2008 and 2009, respectively.
In the event that the aggregate sales (not counting Excluded Sales) of synthetic fuel produced at the Facilities fall below 525,000 tons for any Quarter (for any reason, including without limitation, a force majeure event), Buyer may defer the scheduled payment under the Base Note and the Fixed Deferred Payment for such Quarter by giving Seller written notice of such deferral on or before the Quarterly Payment Date in the form of a notice substantially similar to Exhibit C hereto.