Closing Payment Clause Examples

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Closing Payment. At the Closing, Buyer will pay or cause to be paid to Seller the Closing Payment Amount, by wire transfer of immediately available funds or by such other means as may be agreed upon by Seller and Buyer.
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. 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 the Escrow Account on the “Closing Date” (as hereinafter defined) (the amount being paid under this Section 3.4 being herein called the “Closing Payment”).
Closing Payment. Purchaser shall have delivered the Closing Payment to Seller in the manner specified in Section 1.2.
Closing Payment. The Closing Payment provided for in Section 3.1;
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. Subject to the terms and conditions of this Agreement and the entry and effectiveness of the Confirmation Order, at the Closing, Buyer shall pay or cause to be paid by Credit Bid, pursuant to a dollar-for-dollar reduction of the Term Loan A Claims held by Buyer, an amount equal to the Purchase Price; provided, however, that on or prior to the Closing, Buyer may, at its sole and absolute discretion, reduce the amount of the Purchase Price and assume the corresponding amount of the Selling Entities’ Obligations in respect of such Term Loan A Claims pursuant to a credit agreement (or similar document) entered into at Closing, in which case the Purchase Price shall be reduced on a dollar-for-dollar basis by the amount of such Indebtedness assumed (such that, as a result of such reduction of the Purchase Price and assumption of Indebtedness, Thirty Million Dollars ($30,000,000.00) of the Selling Entities’ Obligations in respect of the Term A Loans shall have been either satisfied by the Credit Bid or have been assumed by Buyer); provided, further, that the rights of Buyer set forth in the foregoing proviso shall only be available to TLA Acquisition Corp. or a permitted assignee thereof and shall not be available to any other Person. For the avoidance of doubt, Buyer shall not be obligated to make any cash payment at Closing in respect of the Acquired Assets. For the further avoidance of doubt, to the extent that Buyer makes such an election to reduce the Purchase Price on a dollar-for-dollar basis as set forth in this Section 3.2, the Selling Entities’ Obligations constituting the Term Loan A Claims shall be deemed an “Assumed Liability” pursuant to Section 2.3 of this Agreement. It is agreed and acknowledged that all Term Loan A Claims that are not Credit Bid or that are not Assumed Liabilities hereunder, whether held by Buyer or by the Term A Lenders, shall remain outstanding Liabilities of the Selling Entities.
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. Buyer shall pay to Seller the Closing Payment.