Common use of Payment at Closing Clause in Contracts

Payment at Closing. The Borrowers shall have paid or made arrangements to pay contemporaneously with closing (A) to the Administrative Agent, ▇▇▇▇▇ Fargo Securities, LLC and the Lenders the fees as separately agreed among the Administrative Agent, ▇▇▇▇▇ Fargo Securities, LLC, the Lenders and the Borrowers and any other accrued and unpaid fees or commissions due hereunder, including an amendment fee equal to 7.5 basis points of the aggregate amount of Revolving Credit Commitments of each Revolving Credit Lender party hereto on the Effective Date, (B) all 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 Effective Date, plus such additional amounts of such 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 Borrowers 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. Without limiting the generality of the provisions of Section 11.3 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3 or otherwise, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Payment at Closing. The Borrowers (a) At the Closing, the Acquiror shall, or shall have paid cause one or made arrangements to more Designated Acquirors to, pay contemporaneously with closing (A) to the Administrative Agent, ▇▇▇▇▇ Fargo Securities, LLC Parent (on behalf of itself and the Lenders Sellers) an aggregate amount equal to the fees Purchase Price (as separately agreed among adjusted pursuant to Section 2.03) minus the Administrative AgentClosing Date Solvency Capital True-Up Amount. This payment shall be further subject to a post-closing adjustment pursuant to the provisions of Section 2.05. The Purchase Price, ▇▇▇▇▇ Fargo Securitiesand any adjustment pursuant to this Section 2.04 and Sections 2.03 and 2.05, LLC, shall be allocated amongst the Lenders Parent and each of the Sellers and the Borrowers and any other accrued and unpaid fees or commissions due hereunder, including an amendment fee equal to 7.5 basis points assets purchased hereunder as set forth on Section 2.04(a) of the aggregate amount Seller Disclosure Letter. In the event that the Closing Date is after April 1, 2011 as a result of Revolving Credit Commitments of each Revolving Credit Lender party hereto on the Effective Date, (B) all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested a failure by the Administrative Agent) Acquiror or one or more Designated Acquirors, to obtain any approval from the extent accrued and unpaid prior FSA necessary to or on the Effective Date, plus such additional amounts of such 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 Borrowers and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with consummate the transactions contemplated hereby, including all taxesat the Closing, fees the Acquiror shall, or shall cause a Designated Acquiror to, pay to the Parent in cash interest on the Purchase Price for the period commencing on April 1, 2011 and other charges in connection with ending on the executionClosing Date, deliveryat a rate of 5% per annum (such amount, recordingif any, filing and registration of any of the Loan Documents“Purchase Price Interest Amount”). Without limiting Notwithstanding anything to the generality of the provisions of Section 11.3 of the Credit Agreement, for purposes of determining compliance with the conditions specified contrary in this Section 3 or otherwise2.04(a), each Lender that has signed this Amendment neither the Acquiror nor any Designated Acquiror shall be deemed required to have consented topay such Purchase Price Interest Amount if the failure of the Parent or the Sellers to fulfill any obligations under this Agreement was the sole and direct cause of, approved or accepted solely and directly resulted in, the failure of Closing to occur prior to April 1, 2011, provided, further that in the event the Acquiror has incurred the obligation to pay the Purchase Price Interest Amount, the Acquiror shall not be obligated to pay any interest for any period during which the failure of the Parent or the Sellers to be satisfied withfulfill any such obligation was the sole and direct cause of, each document or other matter required thereunder solely and directly resulted in, the failure of the Closing to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender occur. (b) Not later than five (5) Business Days prior to the proposed Effective Date specifying Closing Date, the Parent, at its objection theretoown expense, shall prepare in good faith and deliver to the Acquiror a worksheet (the “Estimated Companies Solvency Capital Worksheet”) in the form attached as Section 2.04(b) of the Seller Disclosure Letter, which sets forth the Parent’s good faith estimate, together with explanatory notes and supporting calculations, of the Companies Solvency Capital (the “Estimated Companies Solvency Capital”) and the Solvency Deficit (the “Estimated Solvency Deficit”), each as of the Closing Date, which Estimated Companies Solvency Capital and Estimated Solvency Deficit shall be calculated in accordance with the Solvency Capital Calculation Methodology. For the avoidance of doubt, the Estimated Companies Solvency Capital and the Estimated Solvency Deficit shall be calculated and expressed in Japanese yen.

Payment at Closing. The Borrowers At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Purchaser shall have paid pay, or made arrangements cause to be paid, the Merger Consideration by wire transfer of immediately available funds as follows: (a) to each holder of Funded Debt outstanding immediately prior to the Closing, the amount necessary to pay contemporaneously with closing off the Funded Debt held by such holder; (Ab) to each Person to whom any Company Transaction Expenses remain unpaid immediately prior to the Administrative Agent, ▇▇▇▇▇ Fargo Securities, LLC and the Lenders the fees as separately agreed among the Administrative Agent, ▇▇▇▇▇ Fargo Securities, LLCClosing (other than any payments to be made pursuant to Section 1.9(d) or (f)), the Lenders and amount necessary to pay such Company Transaction Expenses, as identified in the Borrowers and any other accrued and unpaid fees or commissions due hereunderEstimated Closing Statement, including an amendment fee equal to 7.5 basis points of the aggregate amount of Revolving Credit Commitments of each Revolving Credit Lender party hereto on the Effective Date, (B) all 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 Effective Date, plus such additional amounts of such 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 Borrowers 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. Without limiting the generality of the provisions of Section 11.3 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3 or otherwise, each Lender that has signed this Amendment which Company Transaction Expenses shall be deemed to have consented tobeen paid by the Company immediately prior to Closing; (c) to the Escrow Agent, approved Nine Million Dollars ($9,000,000) (the “Escrow Deposit”), which will be held by the Escrow Agent in accordance with the terms of the Escrow Agreement to secure the indemnification obligations of the Company under Article VIII and any payment owed to Purchaser pursuant to Section 1.11; (d) to the Company, for payment through payroll and subject to withholding to each individual entitled to (i) a payment with respect to any Participation Shares pursuant to Section 1.5(c) or accepted (ii) a payment of any transaction bonus, cash out, success fee, severance payment or other similar payment to be satisfied withmade by any of the Group Companies as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby (each recipient of a payment pursuant to this clause (ii) is referred to herein as to a “Bonus Participant”), each document or other matter the aggregate amount of such payments and the amount of any applicable Transaction Payroll Taxes required thereunder to be consented to or approved paid by or acceptable or satisfactory to the Company as a Lender unless the Administrative Agent shall have received written notice from result of such Lender prior payments; (e) to the proposed Effective Date specifying its objection theretoShareholder Representative, an amount equal to One Million Two Hundred Fifty Thousand Dollars ($1,250,000) (the “Shareholder Representative Deposit Amount”); and (f) to each Equityholder who has complied with the provisions of Section 1.7 in a manner to require payment at the Closing, the payment provided in Section 1.7.

Payment at Closing. The Borrowers shall have Borrower has paid or made arrangements to pay contemporaneously with closing (Ai) to the Administrative Agent, ▇▇▇▇▇ Fargo Securities, LLC and the Lenders Agent the fees as separately agreed among the Administrative Agent, ▇▇▇▇▇ Fargo Securities, LLC, the Lenders and the Borrowers set forth or referenced in Section 3.2 and any other accrued and unpaid fees or commissions due hereunder, including an amendment fee equal to 7.5 basis points of the aggregate amount of Revolving Credit Commitments of each Revolving Credit Lender party hereto on the Effective Date, (Bii) all fees, charges and disbursements of counsel to the Administrative Agent and the Lenders (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid and submitted to the Borrower prior to or on the Effective Closing Date, plus such additional amounts of such 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 does not thereafter preclude a final settling of accounts between the Borrowers Borrower and the Administrative AgentAgent and the Lenders) and (Ciii) 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. Without limiting the generality of the provisions of Section 11.3 of the Credit Agreement9.3, for purposes of determining compliance with the conditions specified in this Section 3 or otherwise4.1, each Lender that has signed this Amendment shall be Agreement is deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have has received written notice from such Lender prior to the proposed Effective Closing Date specifying its objection thereto.

Payment at Closing. The Borrowers Parent shall have paid make, or cause to be made, the following payments at Closing (or upon receipt by the Target of a duly executed Letter of Transmittal, in the case of each Stockholder, with respect to payment for such Stockholder’s Target Stock), with each payment to be made arrangements by wire transfer of immediately available funds pursuant to pay contemporaneously with closing wire transfer instructions delivered to Parent prior to the Effective Time, unless otherwise designated by the payee thereof: (Ai) to the Administrative Agentaccounts of Persons to whom the Closing Indebtedness is owed (the “Debt Payoff Recipients”), ▇▇▇▇▇ Fargo Securities, LLC and the Lenders the fees as separately agreed among the Administrative Agent, ▇▇▇▇▇ Fargo Securities, LLC, the Lenders and the Borrowers and any other accrued and unpaid fees or commissions due hereunder, including an amendment fee amount equal to 7.5 basis points of the aggregate amount of Revolving Credit Commitments of each Revolving Credit Lender party hereto on the Effective Date, (B) all fees, charges and disbursements of counsel to the Administrative Agent (directly Closing Indebtedness owing to such counsel if requested by Debt Payoff Recipients as set forth in the Administrative AgentPayoff Letters, which payments, in the aggregate, shall be sufficient to satisfy any and all obligations of Target with respect to any Closing Indebtedness; (ii) to the extent accrued accounts of Persons to whom Closing Transaction Expenses are owed as designated in the Pre-Closing Statement, an amount equal to the Closing Transaction Expenses owing to such Persons; (iii) to the Escrow Agent, by wire transfer of immediately available funds into an account designated by the Escrow Agent, the Escrow Amount, which Escrow Amount shall be held and unpaid prior distributed in accordance with the terms of the Escrow Agreement to or on satisfy (x) any adjustment to the Effective DateAggregate Merger Consideration in favor of Parent pursuant to Section 2.13, plus such additional amounts of such 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 Borrowers and the Administrative Agent) and (Cy) any sums due to Parent or any other Parent Indemnitee pursuant to ARTICLE VIII; (iv) to any the Stockholder Representative, by wire transfer of immediately available funds into an account designated by the Stockholder Representative, the Stockholder Representative Holdback Amount; (v) to each Stockholder, with respect to such Stockholder’s Target Stock (other Person such than with respect to Dissenting Shares), an 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. Without limiting the generality of the provisions of Section 11.3 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3 or otherwise, equal to each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Effective Date specifying its objection theretoStockholder’s Closing Payment Amount.

Payment at Closing. The Borrowers shall have paid or made arrangements to pay contemporaneously with closing (A) to the Administrative Agent, ▇▇▇▇▇ Fargo Securities, LLC and the Lenders the fees as separately agreed among the Administrative Agent, ▇▇▇▇▇ Fargo Securities, LLC, the Lenders and the Borrowers and any other accrued and unpaid fees or commissions due hereunder, including an amendment fee equal to 7.5 10.0 basis points of the aggregate amount of Revolving Credit Commitments of each Revolving Credit Lender party hereto on the Effective Date, (B) all 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 Effective Date, plus such additional amounts of such 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 Borrowers 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. Without limiting the generality of the provisions of Section 11.3 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3 4 or otherwise, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Effective Date specifying its objection thereto.