Closing Payments Sample Clauses

Closing Payments. Parent will make (or cause to be made) the payments required to be made pursuant to Article 3.

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. (a) At the Closing, Buyer shall deliver or cause to be delivered to Seller an aggregate amount in cash equal to the Estimated Purchase Price (less the Adjustment Escrow Deposit Amount), by wire transfer of immediately available funds to the account or accounts designated in writing by Seller at least three (3) Business Days prior to the Closing Date. (b) At the Closing, Buyer shall deliver or cause to be delivered, by wire transfer of immediately available funds, an aggregate amount equal to the Adjustment Escrow Deposit Amount to the Escrow Agent for deposit into a separate escrow account (the “Adjustment Escrow Account”) established pursuant to the terms of an escrow agreement, substantially in the form of Exhibit A attached hereto (the “Escrow Agreement”), by and among Buyer, Seller and the Escrow Agent. (c) At the Closing, Buyer shall deliver or cause to be delivered, by wire transfer of immediately available funds, (i) an amount equal to the Company Expenses set forth in a letter from each party entitled to be paid in respect of the Company Expenses (the “Invoices”) delivered to Buyer at least two (2) Business Days prior to Closing, in each case to the Persons identified on, and in accordance with, the Invoices and (ii) an amount of cash equal to the payment obligations included in the computation of Estimated Closing Indebtedness which by their terms or pursuant to this Agreement are required to be paid at the Closing (including the payment obligations that are identified in the Payoff Letters, drafts of which will be delivered to Buyer at least three (3) Business Days prior to Closing, in each case to the Persons identified on, and in accordance with the Payoff Letters); provided, that any such Company Expenses or such other liabilities that in such case constitute compensatory payments to employees of the Company Entities shall be paid by Buyer to the applicable Company Entity at the Closing for further distribution to such employees through the payroll systems of such Company Entity. (d) At least three (3) Business Days prior to the anticipated Closing Date, Seller shall prepare and deliver to Buyer, a spreadsheet setting forth all of the following information: (i) the names of all participants in the Phantom Plan; and (ii) the calculation of the amount payable to each such participant under the Phantom Plan in connection with the transactions contemplated by this Agreement as calculated from the Estimated Closing Statement, in accordance with the...

Closing Payments. At the Closing, (a) (i) Parent shall pay or cause to be paid, on behalf of the issuers under the Indenture (the “Issuers”), to the trustee under the Indenture (the “Trustee”) and/or a depositary under the Company Notes Tender Offer, as applicable, funds in an amount equal to (x) the aggregate amount payable in connection with the Company Notes Tender Offer amount (if the Company elects to make the Company Notes Tender Offer pursuant to Section 6.13(d)), and (y) an amount necessary for the Issuers to redeem all of the Company Notes on the redemption date (after giving effect to any purchases of Company Notes on the Closing Date pursuant to the Company Notes Tender Offer, if applicable), and (ii) with respect to any Company Notes that will remain outstanding after the Closing Date, the Company shall deliver to the Trustee (A) an officer’s certificate stating that, at or after the Closing, the Company shall, or shall have caused the Trustee to, mail or cause to be mailed an irrevocable redemption notice in accordance with the Indenture to each holder of the outstanding Company Notes, stating that the Issuers intend to irrevocably call all of the outstanding Company Notes for redemption, on a redemption date no later than thirty (30) days after the Closing (or if such day is not a Business Day, the following Business Day) or as soon as reasonably practicable under the Indenture, and (B) an officer’s certificate of the Issuers and opinion of counsel, in each case in accordance with Section 8.01 of the Indenture, to effect the satisfaction and discharge of the Company Notes in accordance with the Indenture and (b) Parent shall pay to the agent for the benefit of the lenders under the Credit Agreement an amount necessary to pay off all outstanding loans and other obligations under the Credit Agreement, and terminate all commitments thereunder.

Closing Payments. (a) At the Closing, Purchaser shall pay, or cause to be paid (on behalf of the Company and/or the applicable Group Company), by wire transfer of immediately available funds, the amount set forth in the Payoff Letters delivered pursuant to Section 3.1(c) to the accounts of the applicable lenders or other parties as set forth in the Payoff Letters. (b) At the Closing, Purchaser shall pay, or cause to be paid (on behalf of the Company and/or the applicable Group Company), by wire transfer of immediately available funds, the Transaction Expenses set forth in the Estimated Closing Statement to the applicable recipients thereof as set forth on the Estimated Closing Statement and with supporting invoices delivered to Purchaser at least three (3) Business Days prior to the Closing; provided that any Transaction Expenses payable to employees of any of the Group Companies shall be paid to the applicable Group Company for prompt further payment to such employees through payroll of the applicable Group Company. (c) At the Closing, Purchaser shall deposit, or cause to be deposited, by wire transfer of immediately available funds to an account designated by the Escrow Agent, an amount equal to the Escrow Amount to be held in accordance with the terms of this Agreement and the Escrow Agreement. (d) At the Closing, Purchaser shall pay, or cause to be paid, by wire transfer of immediately available funds to an account designated by Seller, an amount equal to the Estimated Equity Value less the Escrow Amount. (e) The Estimated Closing Statement to be delivered by the Seller pursuant to Section 2.3 shall include a funds flow spreadsheet providing wire instructions for payment of the above amounts (the “Funds Flow Statement”). Purchaser shall be entitled to rely solely on the Estimated Closing Statement, the Funds Flow Statement and any other payment instructions provided by the Seller or Company hereunder.

Closing Payments. Buyer shall have made (or caused to have been made) the payments required pursuant to Section 2.3.

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

Closing Payments. At the Closing: (i) (A) with respect to each Equityholder who holds Company Capital Stock or the Company Warrant that as of the Closing has delivered to the Surviving Corporation for cancellation the stock certificates and/or agreements representing such Company Capital Stock or Company Warrant (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 each holder of Company Capital Stock and/or Company Warrant, the portion of the Closing Payment Amount set forth on the Closing Date Allocation Schedule opposite such holder’s name; and (B) with respect to the Optionholders, Parent shall pay to the Surviving Corporation the aggregate amount of Option Payments, if any, to be paid to such Optionholders at the Closing as set forth on the Closing Date Allocation Schedule (which amounts shall then be paid to the Optionholders by the Surviving Corporation at or as soon as reasonably practicable following the Closing) to the account designated by the Surviving Corporation by means of a wire transfer of immediately available funds, provided, however, that payment shall be made only to those Optionholders who have delivered to the Company prior to Closing an executed consent agreement and release (the “Optionholder Consent Agreement”) in the form attached hereto as Exhibit D; (ii) Parent shall, or shall cause the Surviving Corporation to, deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement; and (iii) Parent shall cause the Surviving Corporation to pay the Employee Bonuses to each Company Employee; and (iv) Parent shall, or shall cause the Surviving Corporation to, pay to the applicable parties the amount of the Unpaid Company Transaction Expenses, if any, to the account or accounts of such parties designated by the Company by means of a wire transfer of immediately available funds.7