Closing Payment Sample Clauses

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

Closing Payment. (a) At the Closing and subject to the terms and conditions contained in this Agreement, the Purchaser shall pay to the Sellers, by delivery of immediately available funds, an amount equal to (such resulting amount, the “Closing Payment”): (i) $85,000,000.00, plus (ii) the Incremental Tax Benefit Amount, plus (iii) an amount equal to the Company Cash, if a positive number (as set forth in the Estimated Closing Statement), plus (iv) the amount, if any, by which the Closing Net Working Capital set forth in the Estimated Closing Statement is greater than the Target Net Working Capital, minus (v) the sum of (A) the Closing Indebtedness (as set forth in the Estimated Closing Statement), plus (B) if Company Cash is a negative number, an amount equal to the absolute value of the Company Cash (as set forth in the Estimated Closing Statement), plus (C) the amount, if any, by which the Target Net Working Capital is greater than the Closing Net Working Capital set forth in the Estimated Closing Statement, plus (D) the amount of the Seller Transaction Expenses (as set forth in the Estimated Closing Statement); provided that, to the extent any item is taken into account in the calculation of any one component of the calculation set forth in this Section 1.2(a), such item shall not be included in the calculation of any other component of the Closing Payment. (b) The Closing Payment, as adjusted pursuant to Section 1.8, is referred to herein as the “Purchase Price.” (c) Attached hereto as Schedule 1.2(c) is a statement (the “Estimated Closing Statement”) setting forth the Sellers’ Representative’s estimate of (i) the Closing Net Working Capital, calculated in good faith and using the Agreed Accounting Policies prepared and calculated in a manner consistent with Exhibit A, and (ii) the Closing Payment (including, for the avoidance of doubt, the Company Cash, the Closing Indebtedness and the Seller Transaction Expenses).

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. (A) During the Interim Period and at least 5 Business Days prior to the Closing, Oronite and the Local Sellers’ Representative shall jointly prepare and deliver the Closing Statement which shall be subject to Buyer’s approval, and the Parties shall resolve any issues related to or arising out of the calculation of the Closing Payment in accordance with Exhibit C. (B) At the Closing, Buyer shall make, or cause to be made, the following payments (collectively, the “Closing Payment”): (1) to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow Agent”), the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional s...

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

Closing Payment. (a) On the Closing Date, Purchaser shall acquire the Purchased Assets and shall assume the Assumed Liabilities. (b) Pursuant to Section 3.2(b), on the Closing Date, Seller shall pay to Purchaser (or, in the event that the payment calculated pursuant hereto is a negative number, Purchaser shall pay to Seller 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 amount of Cash on Hand as of the Close of Business on the Closing Date; PLUS (ii) the aggregate Net Book Value of the Purchased Real Property; PLUS Table of Contents (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; the Purchased Overdrafts, the Purchased Credit Card Accounts and Receivables, in each case, plus Accrued Interest and Fees thereon; the Assumed Letters of Credit; and the Prepaid Expenses. Notwithstanding the forgoing, in computing the Aggregate Asset Amount, all Designated Purchased Overdrafts shall be excluded from the calculation of aggregate Net Book Values; PLUS