Closing Payment Sample Clauses

Closing Payment. (a) No later than 6:00 pm local time in New York, NY on the date on which the Offer has concluded, the Purchaser shall notify the Seller in writing of the Purchaser Trust Amount upon conclusion of the Offer, as may have been reduced by reasonable withdrawals of interest thereon to pay Taxes in connection therewith (the “Final Purchaser Trust Amount”). (b) At least five Business Days prior to the Closing, the Seller shall deliver to the Purchaser a written schedule setting forth the Seller’s good faith estimate as of the Closing, together with reasonable supporting detail, of (i) the Seller Transaction Expenses, (ii) Seller-Paid Purchaser Transaction Expenses, (iii) Company Transaction Expenses, (iv) any Net Working Capital Adjustment, (v) any Excess Capital Expenditures Adjustment, (vi) any Aggregate Acquisition Adjustments, (vii) any Unpaid Pre-Closing Income Taxes, (viii) any Overpaid Pre-Closing Income Taxes, (ix) Outstanding Indebtedness, and (x) Cash. At least two Business Days prior to the Closing, the Purchaser shall deliver to the Seller a written schedule setting forth the Purchaser’s good faith estimate as of the Closing, together with reasonable supporting detail, of (A) the unpaid Purchaser Transaction Expenses, (B) the Preferred Offering Proceeds and (C) the Common Offering Proceeds. (c) Following receipt of the Final Purchaser Trust Amount and the estimates referenced in Section 2.03(b), and at least two Business Days prior to the Closing, the Seller shall deliver to the Purchaser a written schedule (the “Closing Statement”) setting forth the Seller’s good faith calculation, together with reasonable supporting detail, of (i) the Total Purchase Price and the components thereof, (ii) the Cash Purchase Price and the components thereof, (iii) the number of shares of Purchase Price Common Stock to be issued and (iv) the allocation (the “Allocation”) of the Total Purchase Price, any post-Closing payments payable to the Seller pursuant to Section 5.18 and any assumed liabilities treated as amounts realized and any other relevant amounts for U.S. federal income Tax purposes to the stock of each of NRC US Holding Company, LLC, NRC Int. Holding Company, LLC and SES Holdco, LLC. The Closing Statement shall also include a certificate signed by an authorized officer of the Seller, solely in such capacity and not in his personal capacity, certifying in writing that it has been prepared in good faith using the latest available financial information of the A...

Closing Payment. Buyer shall pay to Seller the Closing Payment.

Closing Payment. Purchaser shall have delivered the Closing Payment to Seller in the manner specified in Section 1.2.

Closing Payment. At the Closing, Buyer shall pay to Seller an amount equal to the Estimated Closing Payment plus any Financing Adjustment less the Escrow Amount less the Promissory Notes, by wire transfer of immediately available funds denominated in Dollars to an account or accounts specified by Seller in writing no later than three (3) Business Days before the Closing Date.

Closing Payment. On or before the Closing Date, Buyer shall deposit with the Escrow Holder to be held in Escrow the balance of the Purchase Price (the “Closing Payment”), as adjusted by (a) the prorations and adjustments provided for in this Agreement and (b) the Deposit made by Buyer to Existing Owner, which is to be credited against the Purchase Price, in immediately available funds by wire transfer made payable to Escrow Holder.

Closing Payment. The balance of the Purchase Price, as adjusted by the application of the Escrow Deposit and by the prorations and credits specified herein, shall be paid in cash on the Closing Date (the amount to be paid under this subparagraph B being herein called the "Closing Payment").

Closing Payment. The Purchase Price (or Installment Purchase Price, as applicable), as adjusted by the application of the Escrow Deposit and by the prorations and credits specified herein, shall be paid to Escrow Agent by wire transfer of immediately available federal funds (through the escrow described in Section 5.1) on each “Closing Date” (as defined below) (the amount to be paid under this Section 3.2 being herein called a “Closing Payment”).

Closing Payment. The Purchase Price, as adjusted by the application of the Deposit and by the prorations and credits specified herein, shall be paid by Purchaser, by wire transfer of immediately available federal funds to an account or accounts designated in writing by Seller.

Closing Payment. (a) On the Closing Date, and pursuant to the Assignment from Assignor, Purchaser shall acquire the Purchased Assets and shall assume the Assumed Liabilities. (b) Pursuant to Section 3.2(a), on the Closing Date, Assignor shall pay to Purchaser (or, in the event that the payment calculated pursuant hereto is a negative number, Purchaser shall pay to Assignor the absolute value of such figure) by electronic wire transfer in an amount in U.S. dollars (the “Closing Payment”) equal to: (1) an amount equal to the aggregate Net Book Value, as set forth on the Closing Statement (as defined in Section 3.2(a)), of the sum of (i) the Assumed Deposits, plus Accrued Interest and Fees thereon and (ii) the other Assumed Liabilities, MINUS (2) an amount (the “Aggregate Asset Amount”) equal to the sum of the following, as set forth on the Closing Statement (as defined in Section 3.2(a)): (i) the aggregate face amount of Cash on Hand as of the Close of Business on the Closing Date; PLUS (ii) the aggregate Appraised Value of the Purchased Real Property; PLUS (iii) the sum of the aggregate Net Book Values, as of the Close of Business on the Closing Date, of each of the following: the Purchased Personal Property; the Purchased ATMs and the Purchased Overdrafts, in each case, plus Accrued Interest and Fees thereon; and the Prepaid Expenses. (Notwithstanding the foregoing, in computing the Aggregate Asset Amount and all Designated Purchased Overdrafts shall be assigned a zero value); PLUS (iv) the unpaid principal balance, as of the Close of Business on the Closing Date, of the Purchased Loans plus accrued interest thereon, as reflected in the Closing Statement; MINUS (v) the Permitted Lien Reduction Amount. (c) The parties agree that the commercial intention of the calculation of the Closing Payment as set out in this Section 3.1 is that the Transferred Business sold pursuant to this Agreement has sufficient assets (cash or otherwise) to cover its liabilities. (d) On the Closing Date, Purchaser shall pay to Assignor, by electronic wire transfer an amount (the “Purchaser Premium”) in U.S. dollars equal to 3.89% of the average daily balance (including Accrued Interest and Fees) of the Assumed Deposits (other than (i) certificates of deposit and (ii) Government Deposits) for the calendar month immediately preceding the month in which the Closing occurs and this amount shall be subject to adjustment (and adjusted) as indicated in Section 3.2. (e) In the event that on or before deliv...