Closing Payments Sample Clauses
The Closing Payments clause defines the financial obligations that must be settled by the parties at the completion of a transaction. It typically outlines the specific amounts to be paid, the timing of these payments, and the method by which funds are to be transferred, such as wire transfer or certified check. This clause ensures that all monetary exchanges are clearly documented and executed at closing, thereby preventing disputes and ensuring a smooth transfer of ownership or assets.
POPULAR SAMPLE Copied 1 times
Closing Payments. (i) At the Closing, Parent shall pay the Indebtedness Payoff Amount to ASSA ABLOY, AB in accordance with the Payoff Letter.
(ii) Promptly after the Closing (but in no event later than December 31, 2009), Parent shall issue, in full satisfaction of the Company’s obligations under the Company’s Management Incentive Plan to issue shares thereunder, 88,652 shares of Parent Common Stock, subject to Parent’s receipt of a written representation and warranty from the Person entitled to receive such shares that he is an Accredited Investor.
(iii) As soon as practicable following the Closing Date, Parent or its agent shall mail a letter of transmittal substantially in the form attached hereto as Exhibit F (the “Letter of Transmittal”) to each Company Stockholder at the address set forth opposite each such Company Stockholder’s name on the Spreadsheet.
(iv) Upon surrender of a certificate representing their respective shares of Company Capital Stock (the “Company Stock Certificates”) for cancellation to Parent or its agent, together with the Letter of Transmittal and any other instruments that Parent or its agent 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 or its agent in exchange therefor, the Merger Consideration, if any, into which the shares of Company Capital Stock represented by such Company Stock Certificate have been converted pursuant to Section 2.7, less the Pro Rata Portion of the Escrow Deposit attributable to such shares of Company Capital Stock, based upon such holder’s Pro Rata Portion of the Escrow Deposit contributed with the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a), if any. 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, if any, 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.
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. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the...
Closing Payments. At the Closing and immediately following the Effective Time:
(i) (A) with respect to each Equityholder who holds Company Capital Stock that as of the Closing has delivered to the Surviving Corporation for cancellation the stock certificates representing such Company Capital Stock (collectively, such Equityholder’s “Company Certificates”) together with an executed and completed copy of a letter of transmittal (a “Letter of Transmittal”) in the form attached hereto as Exhibit C, Parent shall, or shall cause the Surviving Corporation to, pay and distribute to the Equityholders’ Representative for subsequent distribution to each holder of Company Capital Stock, the portion of the Purchase Price-To Owners at Closing set forth on the Closing Date Allocation Schedule opposite such holder’s name; and (B) with respect to the Optionholders, Parent shall, or shall cause the Surviving Corporation to, pay and distribute to the Equityholders’ Representative for subsequent distribution to each Optionholder the portion of the Purchase Price-To Owners at Closing to be paid to such Optionholders at Closing set forth on the Closing Date Allocation Schedule opposite such holder’s name.
(ii) Parent shall, or shall cause the Surviving Corporation to, deliver the General Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement;
(iii) Parent shall, or shall cause the Surviving Corporation to, deliver the Certain Matters Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement;
(iv) Parent shall, or shall cause the Surviving Corporation to, pay to the applicable parties, on behalf of the Company and its Subsidiaries, the amount of the Unpaid Company Transaction Expenses, if any, to the account or accounts of such parties designated by the Company prior to the Closing Date by means of a wire transfer of immediately available funds (which amounts and payees shall be evidenced by written invoices for the full amount of each such payee’s Company Transaction Expenses, which invoice shall provide that, upon payment of such invoice, all amounts due to such payee by the Company and its Subsidiaries shall be paid in full);
(v) Parent shall, or shall cause the Surviving Corporation to, pay to the appropriate persons, on behalf of the Company and its Subsidiaries, the Indebtedness Payment to the account or accounts of such parties designated by the Company prior to the Closing Date by means of a wire transfer of immediately available funds (and, with respect to each Perso...
Closing Payments. The Buyer shall have made the payments contemplated by Section 1.2.
Closing Payments. Buyer shall have made (or caused to have been made) the payments required pursuant to Section 2.3.
Closing Payments. At the Closing, Parent will make (or cause to be made) the payments required to be made pursuant to Article 2.
Closing Payments. At the Closing, Purchasers shall pay or cause to be paid: (i) the Escrow Amount by wire transfer of immediately available funds to an escrow account to be established by Purchaser Representative and Seller Representative with the Escrow Agent (the “Escrow Account”), to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement; (ii) on behalf of Sellers, all Seller Expenses (if any) to the applicable third parties as set forth on the Closing Payment Certificate; (iii) on behalf of Sellers, all Closing Indebtedness (if any) to the applicable third parties, in each case, as set forth on the Closing Payment Certificate; and (iv) to the Sellers, in accordance with Schedule 2.2(c), an aggregate amount (the “Closing Payment Amount”) equal to (A) the Base Purchase Price minus (B) the Escrow Amount minus (C) the Estimated Indebtedness, minus (D) the Estimated Seller Expenses plus (E) the amount, if any, by which the Estimated Net Working Capital exceeds the Target Net Working Capital, minus (F) the amount, if any, by which the Target Net Working Capital exceeds the Estimated Net Working Capital. Each amount payable under this Section 2.2(c) to Sellers or a payee of Closing Indebtedness or Seller Expenses, as and when due, shall be payable (net of any applicable withholding pursuant to Section 2.5) by wire transfer of immediately available funds to the bank account specified for such Person on the Closing Payment Certificate, as applicable, or such other bank account as shall have been designated by such Person in writing at least two (2) Business Days prior to the due date for such payment.
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").