Closing Cash Payment Sample Clauses
The Closing Cash Payment clause defines the amount of money that must be paid in cash by the buyer to the seller at the closing of a transaction. Typically, this clause specifies the exact payment amount, the method of payment (such as wire transfer), and the timing, ensuring that funds are delivered simultaneously with the transfer of ownership or assets. Its core practical function is to guarantee that the seller receives the agreed-upon cash consideration at the moment the deal is finalized, thereby reducing the risk of non-payment and providing certainty to both parties.
Closing Cash Payment. At Closing, Purchaser shall make a cash payment of Fifty Five Million Dollars ($55,000,000) (the “Closing Cash Payment”) by wire transfer of immediately available funds to a bank account in the United States identified by Seller to Purchaser in writing at least two (2) Business Days prior to the Closing Date (the “Seller Bank Account”).
Closing Cash Payment. The balance of the Purchase Price remaining after credit for the Deposit and adjustments for Buyer's share of proration, costs and other amounts expressly set forth in this Agreement shall be paid by Buyer by wire transfer of immediately available funds into Escrow on the Closing Date.
Closing Cash Payment. At Closing, Buyer shall pay the Closing Cash by wire transfer of immediately available funds as follows:
(i) $940,000 to the account of Seller provided to Buyer in writing; and
(ii) $310,000 (the “Escrowed Closing Cash”) to the account of the Escrow Agent provided to Buyer in writing. The Escrowed Closing Cash shall be held by the Escrow Agent subject to the terms of the Escrow Agreement, and shall provide for (without limitation) the release from the Escrowed Closing Cash of the following amounts: (A) $100,000 to be applied to fund or reimburse bonuses paid or to be paid to continuing employees of Target within 180 days, with the first $25,000 thereof to be so released within 90 days and the remaining $75,000 thereof to be so released with 180 days, in each case upon the sole instruction of the Buyer; (B) $60,000 will be retained as Escrowed Closing Cash for the purpose of pending vendor liabilities (“Vendor Liability Escrow”), see below for more information; and (C) the remaining $150,000 to be held in such escrow for an additional 270 days following the closing in order to secure Buyer’s indemnification under Section §8A, at which time such remaining Escrowed Closing Cash shall be released to Seller (unless and to the extent that Buyer shall have previously made a written claim for indemnification under such Section §8A pursuant to §11(h) below and such claim remains outstanding). The Vendor Liability Escrow will be released by the Escrow Agent on September 30, 2023 on receipt of the Release Notice providing that the Buyer has received from the Seller such documentation that is reasonably satisfactory to the Buyer that all outstanding vendor bills as of the date of the closing shall have been paid. In the event that ▇▇▇▇▇ is not satisfied that all such outstanding vendor bills have been paid, the Escrow Agent will release only such portion of the Additional Escrow Closing Cash as relates to the outstanding vendor bills that have been paid in full. However, the Escrow Agent will continue to hold in the Escrow Account such amount of the Additional Escrow Closing Cash as relates to one (1) months’ worth of vendor outstanding bills for each such vendor that has not been paid in full.
Closing Cash Payment. At the Closing, Buyer shall pay to Seller by wire transfer of immediately available funds to the account or accounts designated in writing by Seller prior to the Closing Date an amount in cash (the “Closing Cash Payment”) equal to the difference of (i) Ninety-Two Million Dollars and no cents ($92,000,000.00), minus (ii) the Payoff Amounts, minus (iii) the Escrow Amount.
Closing Cash Payment. Purchaser shall deliver to Seller at the -------------------- Closing in partial payment for the termination of the Original Agreement (the "Fee") and the sale, assignment, conveyance, transfer and delivery of --- the Assets and the Marketing Books and Records, immediately available funds in the amount of Five Million Dollars ($5,000,000.00);
Closing Cash Payment. One Million Five Hundred Thousand Dollars ($1,500,000) less the Escrow Funds in accordance with Section 6.4 hereof, payable in cash at the Effective Time via wire transfer in accordance with Section 2.6(b); and
Closing Cash Payment. The Aggregate Purchase Price due at Closing and provided evidence thereof reasonably satisfactory to the Company.
Closing Cash Payment. 3.2(b)(iii) Closing Date Cash Amount........................................................... 3.2(b)(i) Commitment Fee ....................................................................................3.1
Closing Cash Payment. At the Closing, the Buyer shall deliver to the Sellers, in the aggregate, an amount in cash equal to the Estimated Net Purchase Price; provided, that (i) an amount of cash equal to no less than $8,000,000 and no more than $10,000,000, which amount would otherwise be payable to ▇▇▇▇ ▇▇▇▇▇, individually, ▇▇▇▇ ▇▇▇▇▇, as trustee of the ▇▇▇▇ ▇▇▇▇▇ 2012 GRAT, and/or ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as trustees of the ▇▇▇▇ ▇▇▇▇▇ 2012 Dynasty Trust, pursuant this Section 1.3, in each case in the sole discretion of that Seller, shall instead be paid in shares of common stock of MFRM pursuant to the Contribution Agreement and (ii) the Estimated Net Purchase Price Per Seller payable to the Blocker Unit Sellers pursuant to this Section 1.3, shall be paid in accordance with Section 1.3(d). Subject to the immediately preceding sentence, the Buyer shall pay to each Seller an amount equal to such Seller’s Estimated Net Purchase Price Per Seller, as calculated and determined by the Sellers Representative, such payment to be made by wire transfer of immediately available funds to such Seller’s account that has been specified in writing by the Sellers Representative not later than two (2) Business Days prior to the Closing. Each Seller hereby agrees that the Buyer shall have no responsibility for the calculation of the Estimated Net Purchase Price Per Seller to the appropriate Seller under this Section 1.3(a), the Buyer’s sole responsibility with respect to payments under this Section 1.3(a) being to make payments in such amounts and to such accounts as are specified in writing by the Sellers Representative. For the avoidance of doubt, only Profits Units that are Eligible Profits Units shall be entitled to any payment hereunder and each Seller holding any Profits Units agrees that any Profits Units that have not vested prior to the Closing and do not vest in connection with the Closing in accordance with the terms of the grant agreement(s) applicable to such Profits Units shall be forfeited as of the Closing.”
Closing Cash Payment. (a) For purposes of Closing, the Owner Representative has delivered to Buyer a statement in form and substance reasonably acceptable to Buyer (the “Closing Estimated Statement”) setting forth the Company’s good faith estimate of: (i) the estimated Working Capital as of the Calculation Time (the “Estimated Working Capital”); (ii) (A) the amount, if any, by which the Estimated Working Capital is greater than the Working Capital Target, or (B) the amount, if any, by which the Working Capital Target is greater than the Estimated Working Capital (as applicable, the “Estimated Working Capital Adjustment”); (iii) the estimated amount of Indebtedness of the Company Group as of the Calculation Time (the “Estimated Indebtedness”); (iv) the estimated amount of Transaction Expenses of the Company Group as of the Calculation Time (the “Estimated Transaction Expenses”); and (v) the estimated amount of Cash of the Company Group as of the Calculation Time (the “Estimated Cash”), together with all backup and supporting materials reasonably requested by Buyer relating to such estimates. The “Closing Cash Payment” shall be a Dollar amount equal to the Closing Cash Amount, plus or minus the Estimated Working Capital Adjustment (as applicable), minus the Estimated Indebtedness, minus the Estimated Transaction Expenses, plus the Estimated Cash; provided that the Closing Cash Payment shall be subject to adjustment as set forth in Section 2.7.