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 second 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 5:00 pm Chicago time on the Measurement Date, which amount and calculation shall be reasonably acceptable to Buyer.
Closing Date Payment. At the Closing, the Purchaser shall pay (or cause to be paid) to the Seller, by wire transfer of immediately available funds to such account as specified in instructions delivered to the Purchaser by the Seller prior to the Closing, a cash amount equal to the Estimated Aggregate Purchase Price minus the sum of the Indemnity Escrow Amount and the Working Capital Escrow Amount (the “Closing Date Payment”).
Closing Date Payment. The term “Closing Date Payment” shall have the meaning ascribed to it in Section 3.
Closing Date Payment. (a) Attached hereto as Exhibit A is Seller’s good faith estimate of the Net Working Capital as of the Effective Time (the “Estimated Net Working Capital”).
(b) On the Closing Date, Purchaser shall:
(i) pay to Seller, an amount in cash, payable by wire transfer of immediately available funds to the account(s) specified in writing by Seller, which shall be equal to the following (collectively, the “Closing Cash Consideration”):
(A) One Hundred Twenty Three Million Two Hundred Fifty Thousand Dollars ($123,250,000); minus
(B) the amount, if any, owed by Seller to Purchaser as Purchaser’s Severance Reimbursement Amount (to the extent known at Closing); minus
(C) the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital; plus
(D) the amount, if any, by which the Estimated Net Working Capital is greater than the Target Net Working Capital; minus
(E) the amount set forth on Schedule 1.3(b)(i)(E) (the “Debt”), representing the amount required to fully pay off, release, and satisfy all Liens (other than those Liens described on Schedule 1.3(b)(i)(E)) encumbering any of the Purchased Shares or any of the assets of the Company or its Subsidiaries as of the Effective Time); minus
(F) the amount of Indebtedness for Capitalized Leases not constituting Debt set forth on Schedule 1.3(b)(i)(F), representing the GAAP amount of such Indebtedness as of the Effective Time (which shall remain outstanding as obligations of the Company or its Subsidiaries after the Closing), it being agreed that amounts set forth on Schedule 1.3(b)(i)(F) shall be without duplication of Debt amounts set forth on Schedule 1.3(b)(i)(E); minus
(G) the Holdback Amount; and
(ii) pay the amount of all Debt from the Transaction Consideration as provided in the Payoff Letters.
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. (a) On the Closing Date, Purchaser shall, or shall cause one of its Affiliates to, pay to Seller (for its own account and as agent for any Other Seller unless otherwise provided in any Local Asset Transfer Agreement) an amount equal to (i) Two Hundred Forty Million Dollars and no cents ($240,000,000), and (ii) plus or minus, as applicable, the difference between the Estimated Inventory (as defined in section 3.2(b)) at the opening of business on the Closing Date (without giving effect to the Closing) and the Base Inventory. Such amount provided for in the immediately preceding sentence shall be payable in United States dollars in immediately available federal funds to such bank account or accounts as shall be designated in writing by Seller no later than the second Business Day prior to the Closing, and furthermore, shall be inclusive of any amounts paid or to be paid under any Local Asset Transfer Agreements.
(b) For purposes of this Agreement, “Estimated Inventory” shall be an amount based on Seller’s estimate of projected Final Inventory (as defined in Section 3.2(c)) as of the opening of business on the Closing Date (without giving any effect to the Closing or any step up or step down in value for financial reporting purposes as a result of the closing of the transactions contemplated by the Semiconductor Business Purchase Agreement) prepared on a basis consistent with past accounting practice of the Business as estimated in good faith by Seller and set forth in a certificate delivered by Seller to Purchaser, together with reasonable supporting documentation for the calculation thereof, not less than three (3) Business Days prior to the Closing Date, it being agreed that at the time of the delivery of such certificate and continuing thereafter Seller shall provide a reasonable opportunity for Purchaser to review such supporting documentation and discuss it in good faith with responsible representatives of Seller.
(c) Purchaser and Seller agree that to the extent that the Final Inventory exceeds the Estimated Inventory, Purchaser shall pay to Seller (on behalf of itself and as agent for any Other Seller) such excess (the “Inventory Excess Amount”), and to the extent that the Final Inventory is less than the Estimated Inventory , Seller (on behalf of itself and as agent for any Other Seller) shall pay to Purchaser such shortfall (the “Inventory Deficiency Amount”), in each case pursuant to the terms of this Section 3.2. For purposes of this Agreement, “F...
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. Buyer shall have delivered the Closing Date Payments in accordance with Section 2.3.
Closing Date Payment. At the Closing, the Buyer shall pay to the Seller $77,550,238.71 (the “Closing Date Payment”), which is the Purchase Price computed as of February 28, 2005 as set forth on the settlement statement attached hereto as Schedule 2 (the “Settlement Statement”). Such Closing Date Payment shall be paid by (i) the Buyer delivering to the Seller a promissory note (the “Term Note”) in accordance with the Seller Financing Documents in the principal amount of $75,755,929.52, and (ii) the Buyer paying to the Seller the amount of $1,794,309.19 in cash.