Common use of Buyer Payments Clause in Contracts

Buyer Payments. At the Closing, Buyer shall pay, deposit or deliver the following amounts by wire transfer of immediately available funds to the accounts previously specified by the Company at least three (3) Business Days prior to the Closing Date: (i) Buyer shall pay to Seller an amount in cash equal to the Estimated Closing Payment; (ii) Buyer shall pay the R&W Insurance Premium on behalf of itself and Seller; (iii) Buyer shall deposit with the Escrow Agent an amount equal to the Adjustment Escrow Amount, with such amount to be deposited in an account established and designated by the Escrow Agent and held by the Escrow Agent pursuant to the terms and conditions hereof and of the Escrow Agreement; (iv) Buyer shall deposit with the Escrow Agent an amount equal to the Indemnity Escrow Amount, with such amount to be deposited in an account established and designated by the Escrow Agent and held by the Escrow Agent pursuant to the terms and conditions hereof and of the Escrow Agreement; (v) Buyer shall pay, on behalf of the applicable Group Companies, all Closing Indebtedness described on Section 7.1(c) of the Disclosure Schedule, in accordance with the Payoff Letters required to be delivered pursuant to Section 7.1(c); and (vi) Buyer shall pay, on behalf of the applicable Group Companies, all Transaction Expenses, in each case in accordance with payment instructions delivered by the Company to Buyer; provided, that, in the case of payments owed to employees of the Group Companies that are included in Transaction Expenses, Buyer shall pay to the Company on such employees’ behalf, for further payment to such employees pursuant to the Company’s standard payroll practices and procedures (and net of any applicable withholding Taxes) as soon as reasonably practicable following the Closing; provided, further, that no payment will be made to any Optionholder or Phantom Shareholder unless such Optionholder or Phantom Shareholder has executed and delivered an acknowledgement and consent with respect to the payout and termination of all of his or her Options and/or Phantom Shares pursuant to this Agreement in substantially the form attached hereto as Exhibit C (“Equityholder Consent Agreement”).