3Closing Payments Sample Clauses

3Closing Payments. As soon as reasonably practicable following the Closing, but in no event later than two Business Days following the Closing, Buyer shall transfer, by wire transfer of immediately available funds: (a) to each holder of Payoff Indebtedness, on behalf of the Company, in accordance with the applicable payoff letters thereto, in order to fully discharge the Payoff Indebtedness and terminate all appliable obligations and liabilities of the Company and its Affiliates related thereto; (b) to each Person who is owed any Change in Control Payment reflected on the Closing Consideration Schedule, payment on behalf of the Company and to the extent unpaid as of immediately prior to the Closing, the amount reflected on the Closing Consideration Schedule payable to such Person (other than the Change in Control Payments owed to employees of the Company which shall be paid through the Surviving Company’s payroll processing system net of applicable Tax withholding); and (c) to each Person who is owed a portion of the Company Transaction Expenses reflected on the Closing Consideration Schedule, payment on behalf of the Company and to the extent unpaid as of immediately prior to the Closing, an amount equal to the Company Transaction Expenses reflected on the Closing Consideration Schedule to each Person who is owed a portion thereof (other than the Company Transaction Expenses owed to employees of the Company which shall be paid through the Surviving Company’s payroll processing system net of applicable Tax withholding).