Closing Payment Amount. The aggregate consideration to be paid by Buyer to Seller for the Purchased Equity Interests at Closing shall be (a) $140,000,000 (the “Closing Payment Amount”), plus or minus, as applicable, (b) the adjustments pursuant to Section 2.5.
Closing Payment Amount. The amount payable at the Closing shall be equal to Nine Million Five Hundred Thousand Dollars ($9,500,000), which is an estimate of Book Value at Closing (the "Closing Payment Amount" or "Estimated Closing Book Value").
Closing Payment Amount. The consideration payable by Buyer for the purchase of the Shares and the Additional Assets is One Hundred Twenty-Three Million Dollars ($123,000,000) (the “Purchase Price”). On the Closing Date, Buyer shall pay the Purchase Price to Sellers by wire transfer of immediately available funds as set forth on Schedule 1.2 hereto. The Purchase Price is subject to adjustment as provided in Section 1.3 below.
Closing Payment Amount. At the Closing, Purchaser shall deliver or cause to be delivered to Sellers (and/or one or more of Sellers’ designees), in immediately available funds, the Closing Payment Amount.
Closing Payment Amount. In consideration of the termination ---------------------- of the Distributor Agreement in accordance with Section 1 hereof, at the Closing, Purchaser, for itself and as agent for the Purchasing Subsidiaries, will deliver to Seller, for itself and as agent for the Assigning Subsidiaries, by wire transfer of immediately available funds to such account as shall have been designated by Seller to Purchaser for such purpose prior to the Closing, an amount equal to $5,226,000 (the "Closing Payment Amount").
Closing Payment Amount. Subject to adjustment as set forth in Section 1.4, on the Closing Date, the Purchaser will pay (or cause to be paid) to the Paying Agent, for further payment to the Securityholders, in accordance with the Stockholder Allocation Percentages, an aggregate amount equal to (i) the Purchase Price, minus (ii) the Indebtedness Payoff Amount, minus (iii) the unpaid Transaction Expenses as of the close of business on the Closing Date, plus (iv) the Estimated Working Capital Surplus, if applicable, minus (v) the Estimated Working Capital Shortfall, if applicable (such net amount, the “Closing Payment Amount”), by wire transfer of immediately available funds in the amount and to the bank account(s) set forth on the Funds Flow. Upon receipt of the Closing Payment Amount by the Paying Agent in accordance with the Funds Flow, but without derogating from any of Purchaser’s other obligations under this Agreement, the Purchaser will have no further liability arising out of the further distribution of the Closing Payment Amount to the Securityholders. Notwithstanding the aforesaid, it is agreed that if the Closing Payment Amount is less than the Purchase Price, an amount equal to the Purchase Price minus the Closing Payment Amount shall be deducted from the amounts payable to the Founders and the Entitled Employees set forth in Section 1.2(a) and (b) (“Bonus Reduction Amount”) and added to the Closing Payment Amount to be paid to the Paying Agent pursuant to this Section 1.3.
Closing Payment Amount. (a) At least eight (8) Business Days prior to the Closing Date, Seller will prepare and deliver to Purchaser the Closing Statement, together with the underlying supporting calculations.
Closing Payment Amount. Purchaser will pay or cause to be paid to Sellers, in accordance with each Seller’s Pro Rata Share, by wire transfer of immediately available funds to such accounts as designated in writing by each Seller at least two (2) Business Days prior to the Closing Date, an aggregate amount equal to the Estimated Purchase Price minus an aggregate amount equal to the initial Holdback Amount and the Expense Reserve Holdback and excluding any portion of the Earnout Payment that becomes payable in accordance with Section 1.8 (the “Closing Payment Amount”).
Closing Payment Amount. (a) At the Closing, and subject to the terms and conditions set forth in this Agreement (including Section 4.4), NYDIG shall pay or cause to be paid to Sellers’ Account in cash by wire transfer of immediately available funds an amount equal to the net positive amount specified on the Closing Statement to be paid to the Sellers (subject to prorations and/or adjustments, including pursuant to Section 4.4 and pursuant to the Settlement Statement, as may be required by this Agreement or the REPA to be made at the Closing, as shall be reflected in the Closing Statement, the “Closing Payment Amount”) calculated as follows: (i) the Cash Payment Amount; plus (ii) the First Construction Bonus Amount; minus (iii) the Deferred Interest Amount; minus (iv) the Cash Deposits.
Closing Payment Amount. Subject to the terms and conditions of this Agreement, the Purchaser shall pay the Closing Payment Amount to the Shareholder Counsel by wire transfer, in cash, in accordance with the wire transfer instructions for the Shareholder Counsel set forth on Exhibit D.
