Closing Date Payment Clause Samples
The Closing Date Payment clause defines the obligation for payment to be made on the date when the transaction is officially completed, known as the closing date. Typically, this clause specifies the amount to be paid, the method of payment (such as wire transfer or certified check), and the party responsible for making the payment. By clearly establishing when and how payment must occur, the clause ensures that both parties are aligned on financial expectations at the moment ownership or responsibility is transferred, thereby reducing the risk of disputes or delays in the transaction process.
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Closing Date Payment. If the Purchase Price, calculated by Seller as set forth above but based upon the relevant values as of the close of business on the third business day prior to the Closing Date (the “Measurement Date”), is a positive number, then on the Closing Date Buyer shall transfer to Seller, by wire transfer in immediately available funds to an account designated by Seller, an amount which Seller estimates to be the amount of the Purchase Price. If the Purchase Price, calculated by Seller as set forth above but based upon the relevant values as of the close of business on the Measurement Date, is a negative number, then on the Closing Date Seller shall transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, an amount which Seller estimates to be the amount of the Purchase Price (the Purchase Price so transferred by Buyer or Seller, as the case may be, is referred to herein as the “Estimated Purchase Price”); provided, however, that with respect to Seller’s calculation of the Estimated Purchase Price as of the Measurement Date, only those Preclosing Loans made at least 15 days or more prior to the Closing Date are required to be included therein; provided, further, for avoidance of doubt, all Preclosing Loans transferred to Buyer at the Closing and not included in Seller’s calculation of the Estimated Purchase Price as of the Measurement Date (because such Loans were entered into between 15 days prior to the Closing Date and the Closing Date), will be included in Buyer’s calculation of the Preliminary Statement. The Estimated Purchase Price amount shall be set forth in a certificate executed by Seller setting forth in reasonable detail Seller’s calculation and delivered to Buyer by 3:00 p.m. Chicago time on the day following the Measurement Date, which amount and calculation shall be reasonably acceptable to Buyer.”
Section 1.12 Section 5.1(b)(iii) of the Agreement is hereby amended and restated in its entirety to read as follows:
Closing Date Payment. (a) On the Closing Date, the Purchasers shall pay to the Sellers an amount (such amount, the “Net Purchase Price”) in cash equal to:
(i) the Applicable Purchase Price,
(ii) minus the amount of the Estimated Net Company Debt; for the avoidance of doubt, if Net Company Debt is less than zero, then the Net Purchase Price is increased by the amount of cash, cash equivalents and short-term investments in excess of the Company Debt, and
(iii) either (A) minus the positive excess, if any, of the Target Working Capital over the Estimated Net Working Capital; or (B) plus the positive excess, if any, of the Estimated Net Working Capital over the Target Working Capital.
(b) At Closing, the Purchasers shall pay the Net Purchase Price as follows:
(i) $50,000,000 (the “Indemnification Escrow Funds”) shall be deposited by wire transfer of immediately available funds into the Indemnity Escrow Account and held pursuant to the terms of the Escrow Agreement to secure the Seller’s and the Sellers’ Parent’s obligations under Article IX;
(ii) if the Purchasers waive the condition set forth in Section 8.1(d)(ii), then $15,000,000 (the “Supplemental Escrow Funds”) shall be deposited by wire transfer of immediately available funds into the Supplemental Escrow Account and held pursuant to the terms of the Escrow Agreement; and
(iii) the remaining portion of the Net Purchase Price shall be paid to the Sellers, by wire transfer of immediately available funds into an account or accounts designated by the Sellers at least two Business Days prior to the Closing Date and allocated to each Seller proportionately based on its ownership of the Shares.
Closing Date Payment. The term “Closing Date Payment” shall have the meaning ascribed to it in Section 3.
Closing Date Payment. At the Closing, Buyer shall pay to Sellers and the Receiver in accordance with the Allocation Schedule(s) in cash by wire transfer of immediately available funds an amount equal to the Cash Consideration, less the amount of the Deposit (such amount to be paid to Sellers at the Closing, the “Closing Date Payment”).
Closing Date Payment. On the Closing Date, Buyer shall pay to Seller, in immediately available funds by wire transfer to an account designated by Seller, (i) an amount equal to the Purchase Price, minus a credit for Seller’s estimated share of any Real and Personal Property Taxes payable in accordance with Section 11.2 and (ii) plus the amount then due as consideration for the Purchased Inventories in accordance with the Purchased Inventories Sale Agreement (the “Closing Date Payment”).
Closing Date Payment. The Closing Date Payment as provided in Section 3.1.
Closing Date Payment. At the Time of Closing, the Purchaser shall:
(a) pay as a non-interest bearing advance to the Company an amount equal to the aggregate of all Debt payable to the Payoff Creditors by the Company as set out in the respective Payoff Letters, and the Company shall use or cause to be used the proceeds from such advance to repay all Debt payable to the Payoff Creditors in accordance with the Payoff Letters or as otherwise directed by the Payoff Creditors;
(b) pay as a non-interest bearing advance to the Company an amount equal to the aggregate of all Transaction Expenses, and the Company shall use or cause to be used the proceeds from such advance to pay all Transaction Expenses to each Person entitled thereto;
(c) pay as a non-interest bearing advance to the Company an amount equal to the Aggregate Capital Lease Buy-Out Amount and the Company shall use or cause to be used the proceeds from such advance to pay the applicable lessors entitled to such amounts in accordance with the Capital Lease Payoff Letters;
(d) pay the Escrow Amounts to the Escrow Agent by wire transfer of immediately available funds to an account designated by the Escrow Agent to the Purchaser in writing;
(e) pay an amount (the “Closing Date Cash Payment”) equal to the Estimated Purchase Price, less the Escrow Amounts, less $$6,805,538.19, to the Sellers in accordance with the Payment Allocation Schedule, by wire transfer of immediately available funds to accounts designated by the Sellers’ Representatives to the Purchaser prior to the date hereof; and
(f) cause the issuance of the Exchangeable Shares by the Purchaser to the Rollover Holders as set forth in the Payment Allocation Schedule (the “Closing Date Share Consideration”).
Closing Date Payment. Buyer shall have delivered the Closing Date Payments in accordance with Section 2.3.
Closing Date Payment. Purchaser shall pay the Adjusted Purchase Price and any other required amounts, if any, by wire transfer of immediately available funds to the accounts designated by Sellers in an aggregate amount determined in accordance with the following formula: (i) the Initial Purchase Price plus, (ii) the Qualified Accounts Receivable minus, (iii) the Threshold Qualified Accounts Receivable minus, (iv) the DIP Loan Obligations (as such term is defined in the DIP Loan Agreement (as defined below)) minus, (v) the Adjusted Inventory Difference minus, (vi) the Basket Cure Amount plus, (vii) the amount, if any, that the aggregate Cure Amounts is less than the Basket Cure Amount (the “Adjusted Purchase Price”).
Closing Date Payment. On the Closing Date, Transferor shall pay or cause to be paid to Acquiror in cash by wire transfer of immediately available funds to the account designated by Acquiror the Closing Date Payment; provided, that at the request and direction of Acquiror in accordance with Section 2.03(i) below, Transferor shall deliver all or a portion of the Closing Date Payment to one (1) or more Commercial Counterparties on the Closing Date to prepay contractual payment obligations of the Transferred Entities to such Commercial Counterparties relating to post-Closing periods, and any such prepayment made by Transferor to such Commercial Counterparties in accordance with such request and direction shall be deemed to satisfy, on a dollar-for-dollar basis, Transferor’s obligation to deliver the Closing Date Payment to Acquiror.