Payment at the Closing. At the Closing, Purchaser shall pay or cause to be paid to Seller, by wire transfer of immediately available funds to a bank account designated in writing by Seller (with such account designated in writing to Purchaser at least two (2) Business Days prior to the Closing Date), an amount (the “Estimated Purchase Price”) equal to (i) the Preliminary Purchase Price, plus (ii) the amount (if any) by which the Estimated Net Working Capital exceeds the Target Net Working Capital minus (iii) the amount (if any) by which the Estimated Net Working Capital is less than the Target Net Working Capital.
Payment at the Closing. At the Closing, the Buyer shall deliver to the Seller, in immediately available lawful U.S. funds, the Purchase Price.
Payment at the Closing. Subject to the terms and conditions hereof, at the Closing, Chateau and Merger Sub shall pay for each Share, by wire transfer of same-day funds, the Cash Amount Per Share determined based on the estimated Closing Date Balance Sheet set forth in the Merger Agreement. The parties acknowledge that the Cash Amount Per Share is subject to adjustment following the Closing as specified in Section 1.13(c) of the Merger Agreement.
Payment at the Closing. At the Closing, Buyer shall pay the Purchase Price, plus or minus the Estimated Adjustment Amount to Sellers' Representative (on behalf of the Sellers and IP Sellers) in cash via wire transfer of immediately available funds to an account designated two (2) days prior to the Closing by Sellers' Representative in writing. If the Estimated Adjustment Amount is negative, the Purchase Price shall be increased at the Closing by the absolute value of Estimated Adjustment Amount or if the Estimated Adjustment Amount is positive, the Purchase Price shall be decreased at the Closing by an amount equal to the Estimated Adjustment Amount.
Payment at the Closing. (a) The aggregate purchase price for the Assets (the “Purchase Price”) shall be calculated as follows:
Payment at the Closing. (a) Not later than two Business Days prior to the Closing Date, the Seller and the Purchasing Parties shall mutually agree on a schedule, based upon the Balance Sheet and substantially in the form attached hereto as Schedule 3.2(a) (the "Preliminary Working Capital Schedule"), setting forth the Parties' good faith estimate as of the Closing Date of the current Accounts Receivable, net of allowances for doubtful accounts, Inventory, net of allowance for obsolete Products, and other current assets (including Prepaid Expenses and Other Current Assets) of the Business that are included in the Assets ("Current Assets") minus the Accounts Payable, Accrued Employee Compensation, Benefits and Other Liabilities and other current liabilities of the Business (other than Taxes payable) that are included in the Assumed Liabilities (the "Current Liabilities") (the results of such calculation, the "Preliminary Working Capital"). The Preliminary Working Capital Schedule shall be prepared using accounting principles, practices and methods consistent with those used in preparing the Balance Sheet with adjustments for changes occurring in the period between the date of the Balance Sheet and the Closing Date. If the amount of the Preliminary Working Capital exceeds the Target Amount, then the Cash Purchase Price shall be increased by the excess. If the amount of Preliminary Working Capital is less than the Target Amount, the Cash Purchase Price shall be decreased by the shortfall. In order to determine the Preliminary Working Capital, the Seller shall provide the Purchasing Parties and their Representatives with all data and financial statements, reasonable access to the Books and Records and any other information reasonably required by the Purchasing Parties and customarily prepared by the Seller prior to the date of this Agreement for the determination of the Preliminary Working Capital.
Payment at the Closing. At the Closing, the Purchaser shall deliver to the Participating Sellers the Purchase Price.
Payment at the Closing. At the Closing, Buyer shall pay to Sellers, in accordance with Section 3.2, the Base Purchase Price, allocated among Sellers as specified in the Seller Allocation Notice, less the Escrow Amount set forth in Section 3.2(b) hereof.
Payment at the Closing. (a) At the Closing, Buyer shall deliver to the Company, one or more stock certificates, representing 254,230 shares of the Common Stock and in the name of the Company, as the Company shall request.
Payment at the Closing. At the Closing, the Buyer shall (subject to Section 10.6 hereof) pay the Purchase Price and the reimbursement contemplated by Section 2.1 hereof by wire transfer of immediately available funds to ASC.
