Closing Payments Sample Clauses

Closing Payments. The Company shall have made the Company Closing Payment as required by Section 5.12.

Closing Payments. At the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”).

Closing Payments. At the Closing, the Parent shall pay or cause to be paid, or shall deposit or cause to be deposited, as the case may be, the following amounts by wire transfers of immediately available funds, pursuant to wire transfer instructions confirmed by the applicable payment recipient in writing, or other applicable payment methods as may be authorized by any particular Stockholder pursuant to such Stockholder’s Letter of Transmittal: (i) The Parent shall pay, or cause to be paid, by wire transfer of immediately available funds to the Escrow Agent, the Closing Adjustment Escrow Amount and the Indemnification Escrow Amount for the Escrow Agent to hold in an account (the “Escrow Account”) and disburse solely in accordance with this Agreement and the terms of the Escrow Agreement; (ii) The Parent shall issue or pay or cause to be issued or paid, as applicable, to each holder of Company Shares that delivers a completed and duly executed letter of transmittal in the form attached hereto as Exhibit C (each, a “Letter of Transmittal”), all applicable Certificates for cancellation (or an affidavit of lost Certificate as contemplated by the Letter of Transmittal) and a duly executed Lock-Up Agreement substantially in the form attached hereto as Exhibit D (each, a “Lock-Up Agreement”) with respect to such shares of Specified Parent Common Stock, to the Parent on or prior to the Closing Date, the number of shares of Specified Parent Common Stock set forth opposite such holder’s name on Section 3.1(b) of the Company Disclosure Schedule; (iii) The Parent shall pay, or cause to be paid, by wire transfer of immediately available funds to the Stockholders’ Representative (for the account of and on behalf of the Stockholders), the Closing Date Cash Merger Consideration; (iv) The Parent shall pay or cause to be paid to the applicable lenders identified in Section 4.1(a)(iv) of the Company Disclosure Schedule and any other holder of Closing Indebtedness, the applicable amounts in respect of the Estimated Closing Indebtedness pursuant to the delivery instructions provided in the applicable Payoff Letters; and (v) The Parent shall pay or cause to be paid to the applicable payees set forth on Section 4.1(a)(v) of the Company Disclosure Schedule and any other Person to whom Transaction Expenses are owed, the Estimated Transaction Expenses pursuant to the delivery instructions provided in the applicable Invoices.

Closing Payments. 2.8.1 At the Closing, the Purchaser shall make the following payments (the “Closing Payments”): (a) the aggregate dollar amount to satisfy any Closing Indebtedness to be paid at the Closing as identified on the Closing Certificate, including the Geneia Short Term Indebtedness and the Geneia Long Term Indebebtedness (collectively, the “Closing Indebtedness Payments”), to the applicable obligees identified in, and in accordance with, the pay-off letters (including the agreement of each such lender, upon satisfaction in full of such Indebtedness to cancel and surrender all instruments evidencing such Indebtedness, release or terminate all Liens relating thereto and terminate all UCC financing statements filed in connection therewith) in form and substance reasonably acceptable to the Purchaser provided to the Purchaser prior to the Closing; provided, however, that the Geneia Long Term Indebtedness shall be satisfied by (i) the payment of the Geneia Closing Payoff Amount directly to Geneia and (ii) the payment of the Geneia Deferred Payoff Escrow Amount, Adjustment Escrow Amount and Indemnity Escrow Amount to the Escrow Agent in accordance with Section 2.8.1(c); (b) the aggregate dollar amount to satisfy any Selling Expenses to the Persons entitled thereto in accordance with invoices from such Persons provided to the Purchaser prior to the Closing; and (c) the Adjustment Escrow Amount, the Geneia Deferred Payoff Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent via wire transfer to an account designated by the Escrow Agent to be deposited in separate accounts as provided in the Escrow Agreement; and 2.8.2 Subject to compliance with the terms of this Agreement, each of the Closing Payments shall be made in the amounts and to the Persons as set forth in the Allocation Schedule. With respect to distributions made or to be made at or in connection with the Closing, the Company shall be responsible for instructing the Payments Administrator and the Surviving Entity as to the distribution of such amounts then deposited. Purchaser, the Payments Administrator and the Surviving Entity may rely on such instructions of the Company and shall have no responsibility or liability with respect thereto, provided, that such Company instructions are followed and all funds are actually disbursed in accordance with such instructions. With respect to distributions to be made after the Closing, Purchaser, the Payments Administrator and the Surviving Entity may rely o...

Closing Payments. The Buyer shall have made the payments contemplated by Section 1.2.

Closing Payments. Parent will make (or cause to be made) the payments required to be made pursuant to Article 2.

Closing Payments. (i) Promptly following the Closing Date, Parent shall mail a letter of transmittal in Parent’s standard form (the “Letter of Transmittal”) to each Effective Time Company Stockholder at the address set forth opposite each such Effective Time Company Stockholder’s name on the Spreadsheet. (ii) Upon surrender of a certificate representing their respective shares of Company Capital Stock (the “Company Stock Certificates”) for cancellation to Parent, together with the Letter of Transmittal, the Volume Restriction Agreement and any other instruments that Parent may reasonably require (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Stock Certificate shall be entitled to receive from Parent in exchange therefor, that portion of the Initial Merger Consideration into which the shares of Company Capital Stock represented by such Company Stock Certificate have been converted pursuant to Section 2.7 hereof, minus such holder’s Escrow Pro Rata Portion. Upon the surrender of any such Company Stock Certificate, the Company Stock Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the merger consideration payable in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been converted pursuant to Section 2.7 hereof. (iii) Upon execution and delivery of the Volume Restriction Agreement, each holder of Company Options shall be entitled to receive from Parent in exchange therefor, his or her Net Option Consideration minus such holder’s Escrow Contribution.

Closing Payments. Subject to the terms and conditions hereof, Purchaser shall, subject to the adjustments, if any, contemplated under Section 3, pay to Seller an amount (the "Closing Cash Payment") equal to (A) $187,600,000 less the Estimated Balance Sheet Adjustment (as defined below), if any (the "Estimated Purchase Price") less (B) $20,000,000. Seller shall prepare and deliver to Purchaser an estimated consolidated balance sheet (the "Estimated Balance Sheet") of the Business as of the last day of the month immediately prior to the Closing Date (the "Preceding Month"), or in the event the Closing Date shall be within the first ten (10) days of any calendar month, as of the last day of the month immediately prior to the Preceding Month. Such Estimated Balance Sheet shall be prepared on the same terms and basis as specified in the second sentence of Section 3 (a) with respect to the Preliminary Audited Balance Sheet (as defined in Section 3). If the net investment shown on the Estimated Balance Sheet is at least $155 million, then there shall be no Estimated Balance Sheet Adjustment. If the net investment shown on the Estimated Balance Sheet is less than $135 million, Purchaser may at its option (1) terminate this Agreement or (2) proceed with the transactions contemplated herein, including the determination of the Closing Cash Payment as reduced by the Estimated Balance Sheet Adjustment described in the following sentence. If the net investment shown on the Estimated Balance Sheet is less than $155 million (the difference between the net investment and $155 million is hereinafter referred to as the "Estimated Shortfall"), then the Closing Cash Payment shall be reduced on a dollar-for-dollar basis by the amount of the Estimated Shortfall (such reduction being referred to as the "Estimated Balance Sheet Adjustment").

Closing Payments. Not later than two business days prior to the Closing, the Company will notify each of the Assignees in writing or by electronic mail of the bank account(s) to which such Assignee's Assignee Purchase Price is to be wired at the Closing.