Other Payments at Closing Sample Clauses

Other Payments at Closing. If necessary, at the Closing the Parties shall make such payments to each other as the Parties may agree prior to the Closing in order to address certain issues, including without limitation, balance sheet items, and such issues as Excluded Liabilities, reimbursement of prepaid expenses, and timing of collection of accounts receivable.
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Other Payments at Closing. (a) In addition to the payments required pursuant to Section 1.2(a)(i) and (ii), Buyer shall pay to Seller (or at the direction of Seller to the applicable third parties or counterparties) on the Closing Date in cash in immediately available funds an amount equal in the aggregate to: (i) (x) the book inventory value of, and (y) unless Buyer has delivered its written undertaking pursuant to Section 1.8 below, all of Seller's projected disposal costs associated with, the fuel located at the Facility on the Closing Date (excluding any such fuel which Seller intends to combust in order to satisfy a power sales commitment to a third party commencing within thirty days of the Closing Date), as set forth in the certificate delivered by Seller pursuant to Section 1.6(viii) below; provided that Buyer will not be responsible under this Section 1.4(a)(i) for the inventory value of any fuel in excess of the equivalent of 7,618 bone dry short tons or the disposal of any fuel in excess of the equivalent of 8,380 bone dry short tons; (ii) undisputed amounts payable by Buyer to Seller under and in accordance with the Power Purchase Agreement which will have accrued as of the Escrow Release Date less interest accrued from, and including, the Closing Date to, but excluding, the Escrow Release Date (the "Escrow Interest") on all indebtedness incurred by Buyer to fund the Purchase Price and the amounts payable pursuant to Section 1.4(a)(iii) (the "Escrow Debt"); provided that Buyer shall have notified Seller in writing of any amounts disputed in good faith under the Power Purchase Agreement and its reasons for such dispute at least one business day (which, for the purposes of this Agreement, shall mean any day other than a Saturday, Sunday or other day on which banks in New York City or the State of Maine are authorized or required by law to close) prior to the Closing Date; (iii) amounts payable to Seller's counterparties as a result of the termination as of the Escrow Release Date of the interest rate swap agreements entered into by Seller in respect of the Loans, as set forth in the certificate delivered by Seller pursuant to Section 1.6(ix) below; (iv) amounts reimbursable by Buyer pursuant to Section 6.1 hereof with respect to which Seller has provided invoices, and such supporting documentation as shall be reasonably available to Seller, to Buyer at least two business days prior to the Closing Date; and (v) Seller's aggregate projected costs in respect of employee retra...
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Other Payments at Closing. At the first Closing the Purchaser shall reimburse the Seller for its costs as set forth on the schedule of reimbursable costs (“Schedule of Reimbursable Costs”), a copy of which is attached hereto as Exhibit “C” and incorporated herein by reference.
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Other Payments at Closing. On the Closing Date, Sunrise shall:
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Other Payments at Closing 
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Related to Other Payments at Closing

  • Payments at Closing At the Closing, Buyer shall:

  • 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.

  • Cash at Closing At Closing, Purchaser shall pay to Seller, by wire transferred current federal funds, an amount equal to the Purchase Price, minus the sum of the Xxxxxxx Money which Seller receives at Closing from the Escrowee, and plus or minus, as the case may require, the closing prorations and adjustments to be made pursuant to Section 4(C) below.

  • Documents at Closing At the Closing, the following documents shall be delivered:

  • Deliveries at Closing At the Closing:

  • 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.

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

  • Actions at Closing At the Closing, the following actions will take place:

  • Deliveries by Buyer at Closing At the Closing, Buyer shall deliver to Seller:

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