Payment by the Sellers Sample Clauses

Payment by the Sellers. 9.5.1 If the Sellers have accepted the amount claimed by the Purchaser (or are deemed to have accepted that amount pursuant to Clause 9.3) or if the Sellers and the Purchaser have agreed on another amount, the Sellers shall pay such amount (subject to the limitations set out in Clause 8) within fifteen days of such acceptance or agreement.
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Payment by the Sellers. If the Closing Net Worth is less than Preliminary Net Worth, the Sellers shall (in proportion to their interests sold), within 3 days after the date the Closing Net Worth is determined under and in accordance with the above, deliver to Buyer a check, or wire transfer of immediately available funds to an account designated by Buyer, in an aggregate amount equal to the excess of the Preliminary Net Worth over the Closing Net Worth.
Sample 1
Payment by the Sellers. If the Closing Purchase Price exceeds the Final Purchase Price, the Buyer and the Sellers’ Committee shall instruct the Escrow Agent to distribute an amount equal to such excess to the Buyer from the Escrow Amount, and/or to the extent the Escrow Amount is insufficient to pay such excess, then the Sellers shall (which obligation shall be several, but not joint), within five (5) business days after the date the Final Purchase Price is determined under Section 2.2, deliver to the Buyer a wire transfer of immediately available funds in an aggregate amount equal to such excess less any amounts paid from the Escrow Amount in respect thereof. Any payments made from the Escrow Amount to Buyer pursuant to this Section 2.2(f)(ii) shall be refunded into the Escrow Account pursuant to the terms and conditions of Section 3(b) of the Escrow Agreement.
Sample 1
Payment by the Sellers. If the Actual Net Working Capital Amount is less than the Actual Baseline Net Working Capital Amount, then the Sellers shall, within five (5) Business Days after the determination thereof, pay to the Purchaser an aggregate amount equal to the result of (x) the Actual Baseline Net Working Capital Amount, minus (y) the Actual Net Working Capital Amount, plus (z) interest on the difference between (x) and (y) from the Closing Date to the date of payment at an interest rate equal to the Prime Rate. Such payment will be made by wire transfer or delivery of other immediately available funds on the Final Payment Date.
Sample 1
Payment by the Sellers. If the 1999 EBITDA, as finally determined, is less than the Estimated EBITDA, the Sellers will, within five (5) Business Days after the determination thereof (the "Final Payment Date"), pay to the Purchaser an amount, in cash, equal to the product of (a) the sum of the Estimated EBITDA minus the 1999 EBITDA multiplied by (b) 5.5. Such payment will initially be made by wire transfer or
Sample 1
Payment by the Sellers. 8.4.1 If the Sellers have accepted or are deemed to have accepted the amount of the Losses claimed by the Purchaser pursuant to Clause 8.3.5, or if the Sellers and the Purchaser have agreed another amount, the Sellers shall pay such amount to the Beneficiary (subject to any set-off pursuant to Clause 3.6) within thirty (30) days of such acceptance or agreement.
Sample 1
Payment by the Sellers. If the Final Purchase Price is less than the Preliminary Purchase Price, the Sellers shall, within five days after the date the Final Purchase Price is determined under Section 1.6, deliver to the Purchaser an amount equal to the Preliminary Purchase Price minus the Final Purchase Price (plus simple interest on such difference at a rate of 6% per annum from the Closing Date through the date of payment). The obligations of the Sellers under this Section 1.7.2 shall be several (and not joint), based upon the Common Stock Percentages set forth on the Schedule of Sellers.
Sample 1
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Payment by the Sellers. If the Actual Purchase Price is less than the Estimated Purchase Price, each Seller shall, within five (5) business days after the determination thereof, pay to the Buyer an amount equal to such Seller's Allocable Portion of such difference plus simple interest thereon from the Closing Date to the date of payment at an interest rate equal to 6% per annum. Such payments will be made by wire transfer or delivery of other immediately available funds.
Sample 1

Related to Payment by the Sellers

  • Assignment by the Seller The Seller shall assign (exclusive of the Seller’s rights arising under Section 8.02(iii) and 8.03), its interest under this Agreement to the Depositor, which in turn shall assign such rights to the Trustee, and the Trustee then shall succeed to all rights of the Seller under this Agreement.

  • Assignment by the Seller or the Servicer Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.04 and 7.03 of this Agreement and as provided in the provisions of this Agreement concerning the resignation or termination of the Servicer, this Agreement may not be assigned by the Seller or the Servicer.

  • Payment by the Company If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not declared effective within one hundred twenty (120) calendar days following the Due Date, then the Company shall pay the Initial Investor 2% of the purchase price paid by the Initial Investor for the Registrable Securities pursuant to the Subscription Agreement for every thirty day period, or portion thereof, following the one hundred twenty (120) calendar day period until the Registration Statement is declared effective. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel. The above damages shall continue until the obligation is fulfilled and shall be paid within 5 business days after each 30 day period, or portion thereof, until the Registration Statement is declared effective. Failure of the Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to have the Registration Statement declared effective within said one hundred twenty (120) calendar day period following the Due Date, will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to the terms of this Agreement, the Subscription Agreement and the Debenture.

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

  • Indemnity by the Seller The Seller shall be liable for, and shall indemnify the Buyer and each of its subsidiaries and each of their directors, employees, agents and representatives (the “Buyer Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Buyer Indemnitee:

  • Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Buyer:

  • Assignment by the Company The rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Investor.

  • Deliveries by the Sellers At the Closing, the Sellers will deliver the following to the Buyer:

  • Assignment by the Depositor or the Servicer Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.04 and 7.03 herein and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the Depositor or the Servicer.

  • Indemnities by the Seller Parties (a) Without limiting any other rights that the Collateral Agent, any Managing Agent or any Purchaser may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify the Collateral Agent, the Managing Agents and each Purchaser and their respective assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Collateral Agent, the Managing Agents or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of any breach by the Servicer (whether in its capacity as Servicer or in its capacity as Originator) of a representation, warranty, covenant or obligation made by the Servicer hereunder or under any other Transaction Document excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B):

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