Payments at Closing Sample Clauses
The "Payments at Closing" clause defines the financial obligations that must be fulfilled by the parties at the time a transaction is finalized. Typically, this clause outlines the specific amounts to be paid, the parties responsible for making and receiving payments, and the acceptable methods of payment, such as wire transfer or certified check. By clearly specifying these details, the clause ensures that all monetary exchanges are completed as required at closing, thereby preventing disputes and facilitating a smooth transfer of ownership or completion of the transaction.
Payments at Closing. At the Closing:
(a) Parent and Merger Sub shall (i) deposit, or cause to be deposited, with the Paying Agent an amount of cash and (ii) instruct Parent's transfer agent to deliver to the Paying Agent an amount of shares of Parent Stock, in each case sufficient to pay the aggregate consideration to which holders of Company Capital Stock shall be entitled at the Effective Time pursuant to Section 2.1 of this Agreement; provided, that Parent shall deliver to the Payments Administrator a portion of such cash with respect to consideration owed to Stockholders from whom the Paying Agent has received a Stock Letter of Transmittal prior to Closing, together with such Stockholder's Certificates or Book-Entry Shares (as applicable), for the Payments Administrator to deliver to such Stockholders in accordance with Parent's payment instructions;
(b) Parent shall deposit, or cause to be deposited, the Closing Date Adjustment Escrow Amount, the Closing Date Indemnity Escrow Amount and the Closing Date Special Escrow Amount in an account or accounts specified by the Escrow Agent;
(c) Parent shall (on behalf of the Company Group) pay, or cause to be paid, the Estimated Closing Indebtedness to be repaid at the Closing by wire transfer of immediately available funds to the applicable bank account or accounts specified in the Payoff Letters;
(d) Parent shall (on behalf of the Company Group) pay, or cause to be paid, the Estimated Transaction Expenses (other than any Estimated Transaction Expenses that are to be paid to any officer, employee or consultant of the Company Group) by wire transfer of immediately available funds to the applicable bank account or accounts specified on the Estimated Closing Certificate;
(e) Parent shall pay, or cause to be paid, (i) to BBH, the BBH Warrant Cash Consideration by wire transfer of immediately available funds to the applicable bank account or accounts specified to Parent by BBH in writing at least two (2) Business Days prior to Closing and (ii) to BBH QP, the BBH QP Warrant Cash Consideration by wire transfer of immediately available funds to the applicable bank account or accounts specified to Parent by BBH QP in writing at least two (2) Business Days prior to Closing; and
(f) Parent shall instruct Parent's transfer agent to issue to (i) BBH, the BBH Warrant Share Consideration and (ii) BBH QP, the BBH QP Warrant Share Consideration, in each case subject to and upon delivery of such warrant to Parent for cancellation.
Payments at Closing. At the Closing, Buyer will pay (or cause to be paid) by wire transfer of immediately available funds:
(a) to Seller, an amount equal to (i) the excess of (A) the Purchase Price over (B) the Holdback Amount (such excess amount, the “Closing Purchase Price”), minus (ii) the Aggregate Closing Date SAR Payment, to the account(s) designated by Seller in writing at least three (3) Business Days prior to the Closing Date;
(b) to the Company, an amount equal to the Aggregate Closing Date SAR Payment, to the account(s) designated by the Company in writing at least three (3) Business Days prior to the Closing Date;
(c) to those Persons that are holders of Funded Indebtedness, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance (including, for the avoidance of doubt, any accrued and unpaid interest and premium thereon) of the Funded Indebtedness of the Company and its Subsidiaries to the account(s) set forth in the Payoff Letter or, with respect to the Notes Redemption Amount, to the account(s) designated by the Trustee in writing at least three (3) Business Days prior to the Closing Date (such amount, the “Funded Indebtedness Amount”);
(d) to each Person, in each case to the account or accounts designated by such Person, the amount of non-compensatory Transaction Expenses due and payable to such person, as specified in writing by the Company at least three (3) Business Days prior to the Closing Date; and
(e) to the Company, an amount equal to the compensatory Transaction Expenses due and payable to the Company Independent Contractors and Company Employees, to the account(s) designated by the Company in writing at least three (3) Business Days prior to the Closing Date, for the Company to pay (or to cause the applicable Subsidiary of the Company to pay) to the Company Independent Contractors and, through the Company’s payroll (or the payroll of the applicable Subsidiary), to the Company Employees.
Payments at Closing. Subject to the terms and conditions set forth herein, at the Closing, the Initial Cash Purchase Price and the Non-compete Payments shall be paid by the Buyer as follows:
(a) The Buyer will deliver to the Escrow Agent, by wire transfer of immediately available funds, such portion of the Initial Cash Purchase Price equal to the Escrow Amount, to be held in escrow by the Escrow Agent as security for any payment required to be made to the Buyer pursuant to Section 2.4(d) and for the Sellers’ indemnification obligations under Article 9, in accordance with the terms of an escrow agreement, in substantially the form of Exhibit A attached hereto, to be entered into by the Buyer, the Seller Representative and the Escrow Agent as of the Closing Date (the “Escrow Agreement”).
(b) The Buyer will pay from the Initial Cash Purchase Price such amount necessary to pay in full, by wire transfer of immediately available funds, on behalf of the Company Entities, all of the Company Indebtedness, all of which shall be set forth on, and all of which shall be paid in accordance with, the Payment Statement.
(c) The Buyer will pay from the Initial Cash Purchase Price such amount necessary to pay in full, by wire transfer of immediately available funds, on behalf of the Company Entities, all of the Company Transaction Expenses to the applicable service providers and employees, all of which Company Transaction Expenses shall be set forth on, and all of which shall be paid in accordance with, the Payment Statement.
(d) The Buyer will pay to the Sellers, by wire transfers of immediately available funds, the remaining Initial Cash Purchase Price, allocated between the Sellers in accordance with the Payment Statement.
(e) The Buyer will pay to each Seller, by wire transfers of immediately available funds, a Non-compete Payment.
Payments at Closing. (a) At least two (2) business days before the Closing, the Company shall prepare and deliver to Purchaser the Payment Schedule and a statement (the “Estimated Closing Statement”), setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), a calculation of Estimated Closing Working Capital, the Company’s good faith estimate of Closing Date Cash (the “Estimated Closing Date Cash”), the Company’s good faith estimate of Closing Date Indebtedness (the “Estimated Closing Date Indebtedness Amount”) and the Company’s good faith estimate of unpaid Transaction Expenses (the “Estimated Closing Date Transaction Expenses”). The Company shall, and shall cause its Representatives to, cooperate and assist Purchaser and its Representatives in their review of the Estimated Closing Statement, including providing on a timely basis all information reasonably requested in connection with such review and provide information sufficient to allow Purchaser to confirm that the amounts set forth in the Pay-Off Letters are reflective of the corresponding amounts included in the Estimated Closing Statement.
(b) Each of the Estimated Closing Statement and Merger Consideration Adjustment Statement shall be prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the audited Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end and as set forth on Exhibit G (collectively, the “Accounting Methodologies”). The Estimated Closing Statement shall describe in reasonable detail the nature of such determination, including the basis for the specific items involved and the dollar amounts thereof.
(c) At the Closing, Purchaser or Merger Sub shall pay, or cause to be paid:
(i) to the Stockholders’ Representative or its designee, for the benefit of the Stockholders, by wire transfer of immediately available funds, the Estimated Merger Consideration less an amount equal to $500,000 (the “Merger Consideration Adjustment Escrow Amount”); provided, that the Stockholders’ Representative or its designee shall promptly deliver to each Stockholder who has complied with Section 1.16 prior to the Closing, the portion of the Estimated Merger Consideration attributable to the Common ...
Payments at Closing. On the Closing Date, Borrowers paid an installment of interest in an amount equal to Stub Interest as provided in Section 2.1.2.
Payments at Closing. At Closing, Buyer shall cause to be paid, by wire transfer of immediately available U.S. funds to such account(s) and pursuant to such wire instructions as are delivered to Buyer in writing not less than two (2) Business Days prior to the Closing Date pursuant to Section 2.1(d), the following:
(a) to the payees, and in the amounts listed on the Estimated Closing Statement, the Closing Unpaid Transaction Fees;
(b) to the lenders under the Senior Credit Facility, the outstanding principal amount, together with all accrued and unpaid interest through the Closing Date and prepayment or other penalties or premiums, if any, owed with respect to the Senior Credit Facility;
(c) to the Escrow Agent, the amount of the Escrowed Funds pursuant to Section 3.1;
(d) to the Sellers’ Representative, the Representative Expense Amount;
(e) to each holder of Earthbound I Class A-1 Preferred Units as of immediately prior to the Earthbound Effective Time (other than Topco), the Per Unit Class A-1 Consideration times the number of outstanding Earthbound I Class A-1 Preferred Units held by such holder as of such time;
(f) to each holder of Earthbound I Class A Preferred Units as of immediately prior to the Earthbound Effective Time, the Per Unit Class A Consideration times the number of outstanding Earthbound I Class A Preferred Units held by such holder as of such time;
(g) to each holder of Earthbound I Class B Common Units as of immediately prior to the Earthbound Effective Time (other than Topco), the Per Unit Class B Closing Consideration times the number of outstanding Earthbound I Class B Common Units held by such holder as of such time;
(h) to each holder of Earthbound I Class C Management Units as of immediately prior to the Earthbound Effective Time, the Per Unit Class C Closing Consideration times the number of outstanding Earthbound I Class C Management Units held by such holder as of such time;
(i) to each holder of Earthbound I Class C-1 Management Units as of immediately prior to the Earthbound Effective Time, the Per Unit Class C-1 Closing Consideration times the number of outstanding Earthbound I Class C-1 Management Units held by such holder as of such time;
(j) to Earthbound I, the Closing Bonus Point Amount; and
(k) to Topco Seller, the Topco Closing Consideration. Within three (3) Business Days of Closing, Buyer shall cause Earthbound I to pay the Closing Bonus Point Amount to the Bonus Point Holders through the customary payment practices of the Company Grou...
Payments at Closing. (a) At the Closing, the Buyer shall (i) pay to the payees thereof the amounts of Indebtedness of LPT as of Closing which are set forth in Schedule 2.3(a)(i) attached hereto by wire transfer of immediately available funds to an account or accounts designated by the payees of such Indebtedness, (ii) pay to the payees thereof the amount of any Transaction Expenses (other than Compensation-Related Transaction Expenses) as of Closing by wire transfer of immediately available funds to an account or accounts designated by the payees of such Transaction Expenses with respect thereto (or, if wire transfer instructions are not provided at least two (2) Business Days prior to Closing, by check payable in immediately available funds), (iii) deposit with the Escrow Agent the Escrow Deposit by wire transfer of immediately available funds to an account designated by the Escrow Agent, (iv) pay to LPT the amount of any Compensation-Related Transaction Expenses by wire transfer of immediately available funds to an account or accounts designated by LPT, for payment to the payees thereof net of applicable withholding, (v) pay to LPT the portion of the Estimated Payment payable in respect of the LPT Options pursuant to the Option Cancellation Agreements by wire transfer of immediately available funds to an account designated by LPT, for payment to such LPT Optionholders net of applicable withholding, and (vi) pay to the LPT Stockholders the portion of the Estimated Payment payable in respect of the LPT Stock by wire transfer of immediately available funds to an account or accounts designated by such LPT Stockholders.
(b) Not less than two (2) Business Days prior to the Closing Date, the Sellers shall provide Buyer with a good faith estimate (on an unaudited basis) (subject to Buyer’s review and consent) of (i) the amount of Indebtedness as of the Closing (“Estimated Indebtedness”), (ii) the amount of Cash as of the Closing (“Estimated Cash”), and (iii) the amount of Transaction Expenses as of the Closing (“Estimated Transaction Expenses”). The “Estimated Payment” shall be an amount equal to the Purchase Price, less the Escrow Deposit, less the Estimated Indebtedness, plus the Estimated Cash, less the Estimated Transaction Expenses, plus the Aggregate Option Exercise Price.
Payments at Closing. (a) No later than five (5) Business Days prior to the date scheduled for the Closing, Seller shall prepare and deliver to Buyer a written report, substantially in the form of Exhibit 2.4
(a) hereto (the "Preliminary Closing Statement"), setting forth Seller's estimates of Working Capital, Closing Equivalent Subscribers, the Capital Expenditure Adjustment and the debt adjustment calculated pursuant to Section 2.3(c), and the Cash Consideration, as adjusted pursuant to Section 2.3. The Preliminary Closing Statement shall be prepared by Seller in good faith and shall be certified by Seller to be its good faith estimate of Working Capital, Closing Equivalent Subscribers, the Capital Expenditure Adjustment and the debt adjustment calculated pursuant to Section 2.3(c) as of the date thereof, and the Cash Consideration, as so adjusted, pursuant to Section 2.3. Seller shall make available to Buyer such information as Buyer shall reasonably request relating to the matters set forth in the Preliminary Closing Statement. The parties shall negotiate in good faith to resolve any dispute and to reach an agreement on the amount of the Cash Consideration, as adjusted pursuant to Section 2.3, for purposes of the Closing (which amount shall be subject to final determination as provided in Section 2.5). Notwithstanding the foregoing, to the extent that the parties do not reach an agreement on the amount of the Cash Consideration, as adjusted pursuant to Section 2.3, by the Closing, the Closing Cash Payment shall be calculated from the Preliminary Closing Statement.
(b) At Closing, Buyer shall pay to Seller the amount of the Cash Consideration adjusted pursuant to Sections 2.3(a), (b), (c) and (d), as determined pursuant to this Section 2.4 (such amount, the "Closing Cash Payment").
Payments at Closing. On the terms and conditions herein set forth, at the Closing:
(a) Buyer shall pay to the applicable obligees thereof, on behalf of the Company and Seller and for their account, the amount of all Indebtedness upon the Closing and the Seller Transaction Expenses set forth in the certificate delivered pursuant to Section 6.2(e) which such amounts become due and payable, an estimate of which is set forth on Schedule 1.3(a) hereto;
(b) Buyer shall deposit an amount equal to $3,360,000 (the “Escrow Amount”) with ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), and such funds plus all income accrued thereon (the “Escrow Funds”) shall be maintained by Escrow Agent to secure Seller’s obligations under this Agreement and shall be administered and payable in accordance with an escrow agreement by and among Seller, Buyer and the Escrow Agent (the “Escrow Agreement”); and
(c) Buyer shall pay to Seller an aggregate amount equal to (i) the Base Amount, minus (ii) the amount of all Indebtedness and Seller Transaction Expenses set forth in the certificate delivered pursuant to Section 6.2(e), minus (iii) the Escrow Amount, minus (iv) the amount by which the Deferred Revenue of the Company is greater than $150,000, plus (v) the amount by which the Deferred Revenue of the Company is less than $150,000, plus or minus, as the case may be, (vi) an adjustment amount as determined in accordance with Section 1.4(b). Such payment shall be made by wire transfer of immediately available funds to the account designated in writing by Seller.
Payments at Closing. (a) On or prior to the third Business Day prior to the Closing Date, Contributor shall prepare and deliver to SEP a statement (the “Estimated Statement”) setting forth the Acquisition D&O Insurance Expense and the Acquisition Cenex Expense and calculating and setting forth Contributor’s good faith estimate of (i) the Working Capital (the “Estimated Working Capital”), (ii) the Notes Balance (the “Estimated Notes Balance”) and (iii) the Cenex Adjustment (the “Estimated Cenex Adjustment”). The Estimated Statement shall be prepared in accordance with the accounting principles set forth on Schedule A hereto (the “Agreed Valuation Principles”). To the extent any amount in the Estimated Statement is calculated in Canadian Dollars, such amount shall be converted into its USD Currency Equivalent as of the date of delivery of the Estimated Statement and set forth in the Estimated Statement.
(b) At the Closing, SEP shall distribute to Contributor the Base Cash Distribution plus the Acquisition D&O Insurance Expense plus the Acquisition Cenex Expense, the sum of which shall be (i) (x) increased, if the Estimated Working Capital minus the Target Working Capital is a positive number, on a dollar-for-dollar basis by an amount equal to the Estimated Working Capital minus the Target Working Capital or (y) decreased, if the Estimated Working Capital minus the Target Working Capital is a negative number, on a dollar-for-dollar basis by the amount equal to the Target Working Capital minus the Estimated Working Capital and further (ii) (x) increased, if the Target Notes Balance minus the Estimated Notes Balance is a positive number, on a dollar-for-dollar basis by an amount equal to the Target Notes Balance minus the Estimated Notes Balance or (y) decreased, if the Target Notes Balance minus the Estimated Notes Balance is a negative number, on a dollar-for- dollar basis by the amount equal to the Estimated Notes Balance minus the Target Notes Balance (the total amount calculated pursuant to this sentence being referred to as the “Closing Cash Distribution”). The Closing Cash Distribution shall be subject to a Post-Closing Adjustment pursuant to the provisions of Section 2.4.