Interim Closing; Payment Sample Clauses

Interim Closing; Payment. Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to you and issue to you or your nominee, and you agree to purchase from the Company (i) for the amount set forth to the right of your name under the heading "Interim Subordinated Notes Investment" on Exhibit A.2 which is attached hereto and made a part hereof, that principal amount of Subordinated Notes and (ii) for the amount set forth to the right of your name under the heading "Interim Series A Preferred Stock Investment" on Exhibit A.2 which is attached hereto and made a part hereof, the number of shares of Series A Stock set forth under the heading "Interim Series A Preferred Stock Purchased" (collectively, the "Interim Investment"). Each Investor's Interim Investment shall be paid by wire transfer of funds against delivery of certificates evidencing the shares of Series A Stock and the issuance of Subordinated Notes to be purchased by such Investor at the Interim Closing registered in such Investor's name or that of a nominee as such Investor may direct. The Interim Closing shall be effected at the offices of Shereff, Friedman, Hoffxxx & Xoodxxx, XXP, or at such other place as shall be agreed upon by the parties, five months after the Initial Closing (the "Interim Closing") subject to the satisfaction of the terms and conditions set forth in Section 5.2 of this Agreement.
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Interim Closing; Payment. If within fifteen (15) days after Seller's receipt of the Closing Statement, Purchaser and Seller do not mutually agree upon the correct amounts for all line items in the Closing Statement then Seller shall, within said 15 day period, notify Purchaser in writing of all line items still in dispute. Upon such notification to Purchaser that certain items remain in dispute, Seller shall pay to Purchaser, or Purchaser shall pay to Seller, in either case, within five (5) days of such notice, the Interim Closing Payment, plus interest calculated at the federal funds rate from the Closing Date to the date the Interim Closing Payment is made. (iii) Audited Closing Statement. Purchaser and Seller shall in good faith work to resolve the disputed Closing Statement items. If such items are not resolved within fifteen (15) days after Seller's notice to Purchaser that some line items remain in dispute, either party shall contract with and retain a major national accounting firm that is acceptable to both parties to audit the line items in dispute on the Closing Statement and any other items that must be reviewed to resolve the dispute. The cost of such audit and the preparation of the Audited Closing Statement shall be shared equally between the Purchaser and the Seller. Except as otherwise provided in this Agreement, the "Audited Closing Statement" prepared by such accounting firm shall be final, conclusive and binding on the parties for matters covered thereby and a judgment may be entered thereon. The Audited Closing Statement shall be delivered by such accounting firm no later than ten (10) days after such firm is retained and in a form substantially similar to the Closing Statement, except that it will reflect the payment of any Interim Closing Payment.
Sample 1
Interim Closing; Payment. If within fifteen (15) days after Seller’s receipt of the Closing Statement, Purchaser and Seller do not mutually agree upon the correct amounts for all line items in the Closing Statement, then Seller shall, within said 15 day period, notify Purchaser in writing of all line items still in dispute. Upon such notification to Purchaser that certain items remain in dispute, Seller shall pay to Purchaser, or Purchaser shall pay to Seller, (whichever the case may be) the Interim Closing Payment, plus interest calculated at the federal funds rate from the Closing Date to the date the Interim Closing Payment is made.
Sample 1

Related to Interim Closing; Payment

  • 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 wire transfer of immediately available federal funds (through the escrow described in Section 5 below), as and when provided in Section 5.2.2 below and in the “Escrow Agreement” (as hereinafter defined). The amount to be paid under this Section 3.2 is referred to herein as the “Closing Payment.”

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • Closing Payments At the Closing, Parent shall pay or cause to be paid the following amounts by wire transfers of immediately available funds:

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Subsequent Closing On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the Xxxxxxxxxxx B Shares, the GE B Shares, the Midwest B Shares, the Xxxxx B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.

  • Second Closing (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing”) pursuant to which the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of such number of Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Units that could be purchased by such Purchaser at the Second Closing.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Interim Payment Unless the Funding Date for a Loan is the first day of a calendar month, Borrower shall pay the per diem interest (accruing at the Loan Rate from the Funding Date through the last day of that month) payable with respect to such Loan on the first Business Day of the next calendar month.

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Final Closing At the Final Closing, the Sellers shall deliver or cause to be delivered to the Buyer:

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