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 Closing, Buyer shall:
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. 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.”
Closing Date Payment. Upon the terms and subject to the conditions set forth in this Agreement, in consideration of the sale and transfer of the Equity Interests and the Purchased Assets, Purchaser agrees to assume the Assumed Liabilities, and, at the Closing, the Purchaser shall deliver (or cause to be delivered) to Seller by wire transfer to one or more bank accounts designated at least two (2) Business Days prior to the Closing Date in writing by Seller, an amount in cash equal to the Estimated Aggregate Purchase Price in U.S. dollars. Notwithstanding anything to the contrary herein, if any portion of the Estimated Xxxxxxxxx Xxxxxxxx Price is required under applicable Law to be paid in a Foreign Currency and/or to a specific Seller Entity, the applicable U.S. dollar amount (as allocated pursuant to Section 2.10 or otherwise mutually agreed by the Parties) shall be converted into the applicable Foreign Currency at the Exchange Rate determined by Section 1.2(l) and paid by Purchaser or its Permitted Designee to Seller or the appropriate Seller Entity by wire transfer to one or more bank accounts designated at least two Business Days prior to the Closing Date in writing by Seller in lieu of the payment of such amount in U.S. dollars pursuant to this Section 2.8(a).
