Closing Payment Sample Clauses

Closing Payment. At the Closing, Buyer shall have sufficient cash available lines of credit or other sources of immediately available funds to enable it to pay the Base Purchase Price and Prepayment Premium and promptly pay any other amounts to be paid by it pursuant to and in connection with this Agreement and the Debt Financing (collectively, the “Acquisition Amounts”). Without limiting the generality of the foregoing, a true and complete copy of the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute ...

Closing Payment. The payment described in Section 2.4.1;

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. (a) On each Closing Date, Purchaser shall acquire the applicable Purchased Assets and shall assume the Assumed Liabilities associated with such Closing, as appropriate. (b) Pursuant to Section 3.2(b), on each Closing Date, the Seller Entities shall pay, or cause to be paid, to Purchaser (or, in the event that the payment calculated pursuant hereto is a negative number, Purchaser shall pay to Seller (for the credit of the applicable Seller Entity) 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 (ii) the other Assumed Liabilities (other than those specified in Section 2.2(a)(6) and Section 2.2(a)(7)) and (iii) the Card Programs Amount, MINUS (2) (x) at the Primary Closing only, the Continuation Amount, (y) at the Primary Closing only, the TSA Amount and (z) 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) at the Primary Closing only, an amount (the “Premium”) equal to (x) six and sixty-seven hundredths percent (6.67%) of the Deposit Balance (other than any portion of the Deposit Balance associated with Withheld Public Deposits) as of such Closing Date MINUS (y) the sum of thirty-one million four hundred thousand dollars ($31,400,000.00); PLUS (ii) the aggregate face amount of Cash on Hand as of the Close of Business on the Closing Date; PLUS (iii) the aggregate Appraised Value of the Purchased Real Property; PLUS (iv) 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 Loans, the Purchased Overdrafts, the Purchased Credit Card Accounts and Receivables (including in the case of the Primary Closing only, the Primary Closing Credit Card Accounts and Receivables), in each case, plus Accrued Interest and Fees thereon; and the Prepaid Expenses; (v) in each case of clauses (ii) through (iv), with respect to the assets being sold and liabilities being transferred at such Closing. (c) The provisions of Sections 3.1(a) and 3.1(b) shall be construed to apply to the Primary Closing, each Secondary Sale Closing and the Purchaser Final Purchase Obligation Closing, usin...

Closing Payment. The closing of the sale to, and purchase by, the Purchaser of the Shares (the “Closing”) shall occur on the date of this Agreement (the “Closing Date”). On the Closing Date, the Seller shall deliver to the Company’s transfer agent the certificate or certificates representing the Shares currently registered in her name and shall irrevocably instruct such transfer agent in writing, in a form acceptable to Purchaser, to cancel that certificate or certificates and issue a certificate representing the Shares registered in Purchaser’s name. On the Closing Date, the Purchaser will deliver to the Seller a check(s) or wire transfer(s) in the amount of $49,999.11, against delivery of the certificates for the Shares, in payment of the total purchase price for the Shares.

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

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.