Common use of Closing Cash Payment Clause in Contracts

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. 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, in ▇▇▇▇ ▇▇▇▇▇’▇ sole discretion, 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, 1.3 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)Agreement. Subject to the immediately preceding sentence, the 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 amount payable to the appropriate Seller under this Section 1.3(a)1.3, the Buyer’s sole responsibility with respect to payments under this Section 1.3(a) 1.3 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.”