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) Company shall pay, through its payroll system, (i) all Company Severance Expenses that are unpaid as of the Closing (the “Closing Company Severance Expenses), (ii) all Parent Severance Expenses that are known and unpaid as of the Closing (the “Closing Parent Severance Expenses”) and (iii) all change in control payments to any current or former employee, consultant or contractor of Company that are unpaid as of the Closing that do not constitute Closing Company Severance Expenses or Closing Parent Severance Expenses (the “Closing Company CIC Payments”), in each case, as specified in the Closing Allocation Schedule;
(b) Parent shall, on behalf of Company, pay to such account or accounts as Company specifies in the Closing Statement the aggregate amount of all Estimated Third Party Expenses as of the Closing by wire transfer of immediately available funds;
(c) Parent shall, on behalf of Company, pay to the applicable creditors, by wire transfer of immediately available funds, the amount of Indebtedness of Company set forth in the Payoff Letters with respect to such lender delivered by Company in accordance with Section 7.2(e);
(d) Parent shall deliver to the Escrow Agent, by wire transfer of immediately available funds, an amount equal to the Escrow Amount;
(e) Parent shall pay to the Stockholder Representative Fund, by wire transfer of immediately available funds, an amount equal to the Stockholder Representative Fund Amount; and
(f) Parent shall pay to (i) the Depository Agent by wire transfer of immediately available funds, an amount equal to the Initial Merger Consideration (less the applicable portion of the Initial Merger Consideration constituting Employee Option Consideration) to pay the amounts contemplated by Section 1.6 hereof; and (ii) Company by wire transfer of immediately funds the applicable portion of the Initial Merger Consideration constituting Employee Option Consideration pursuant to Section 1.6, which shall be distributed to the Company Option Holders through the Surviving Corporation’s payroll system on a special payroll run on the Closing Date.
Payments at Closing. At or promptly after the Closing or as otherwise provided in this Section 3.3, Buyer will make (or cause to be made) the following payments:
(a) to the holders of Common Stock and Warrants, and the Paying Agent, pursuant to Sections 3.2(a)(i) and (ii), respectively, the amounts specified therein, with such payment being made in the manner and at the times set forth in Section 3.2;
(b) to the Surviving Corporation for payment to the holders of Vested Options, an amount sufficient to permit payment of the consideration specified in Section 3.1(e), with such payments to the Option Holders to be made through the Operating Company’s payroll system within two Business Days of the Closing Date;
(c) on behalf of the Company, an amount in the aggregate equal to the Transaction Expenses as set forth in the Closing Certificate, which amount shall be distributed by wire transfer of immediately available funds to each Person who is owed a portion thereof;
(d) to the Surviving Corporation for payment to the Persons identified on the Closing Certificate as scheduled to receive a Transaction Bonus, an amount sufficient to permit payment of the aggregate amount of the Transaction Bonuses as set forth in the Closing Certificate, with such payment to each such Person to be made through the Operating Company’s payroll system within two Business Days of the Closing Date;
(e) on behalf of the Company, an amount in the aggregate equal to the Management Fees as set forth in the Closing Certificate, which amount, subject to the terms and conditions of the Side Letter, shall be distributed by wire transfer of immediately available funds to each Person who is owed a portion thereof;
(f) to the Agent (as defined in the Credit Facility), an amount equal to the Payoff Amount, which amount shall be distributed by wire transfer in immediately available funds in accordance with the instructions set forth in the Payoff Letter; and
(g) to each Trustee (as defined in each of the Indentures), the amount required to be deposited with such Trustee on the Closing Date to redeem the Discount Notes, the Second Lien Notes and the 20% Notes, as applicable, 30 days after the Closing Date (or with respect to the Second Lien Notes, in the event that the Company (or any of its Subsidiaries) conducts a Debt Tender Offer pursuant to Section 6.15, to the paying agent in respect of such Debt Tender Offer, the amount required to purchase any Tendered Notes); provided, however, that this Section 3.3(g) shall ...
Payments at Closing. At the Closing, in consideration of the sale, transfer, conveyance and assignment of the Purchased Assets to Purchaser, Purchaser will pay in cash to Seller (i) $10,000,000, less (ii) any Closing Adjustments (the “Adjusted Purchase Price”). The Adjusted Purchase Price will be made by wire transfers of same day funds to the following accounts.
(a) $1,000,000 (“Escrow Amount”) to the account of ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Account” and “Escrow Agent,”respectively) pursuant to an Escrow Agreement to be entered into by and among Purchaser, Seller and the Escrow Agent, such agreement to be in the form of Exhibit H attached hereto (the “Escrow Agreement”), such Escrow Amount to be held in escrow for purposes of satisfying any post-Closing adjustments to the Purchase Price pursuant to Section 3.4 and indemnification obligations that Seller may have to Purchaser pursuant to Section 9. The Escrow Amount shall be held in such escrow account and Purchaser shall cause such amount to be paid to Seller, together will all interest accrued thereon (net of any amounts disbursed to Purchaser in respect of any post-Closing adjustments to the Purchase Price or indemnification obligations under Section 9), on the six (6) month anniversary of the Closing Date. To the extent that any portion of the Escrow Amount is subject to any claims of Purchaser pursuant to Section 9 and the terms of the Escrow Agreement (the portion of the Escrow Amount subject to such claims, the “Disputed Amount”), such Disputed Amount (or a portion of such Disputed Amount) shall remain in the Escrow Account until such time as: (i) Seller and Purchaser execute a joint written instruction to the Escrow Agent instructing the Escrow Agent to disburse all or any portion of such Disputed Amount or (ii) the Escrow Agent shall receive a final, non-appealable order authorizing the release of all or any portion of such Disputed Amount. For the avoidance of doubt, any conflict between this clause (a) and the Escrow Agreement, the Escrow Agreement shall control;
(b) $3,051,904 to an account designated by The CW Network, LLC as a Cure Cost pursuant to the CW Agreements;
(c) $368,000 to an account designated by Toei Animation as a Cure Cost pursuant to the DBZ Agreement; and
(d) an amount equal to any Cure Cost for the assumption and assignment of any Transferred Agreement, which shall be paid to the applicable counterparty to each such Transferred Agreement; and
(e) the remainder of the Adjuste...
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. At the Effective Time, Parent shall pay, or cause to be paid, the following amounts:
(a) to the payees specified in the Payoff Letters, the amount of funds required to be paid pursuant to such Payoff Letters, by wire transfer of immediately available funds to the account or accounts designated in the Payoff Letters;
(b) to an account designated by the Escrow Agent (the “Adjustment Escrow Account”), by wire transfer of immediately available funds, an amount in cash equal to the Adjustment Escrow Amount, which amount shall be held by the Escrow Agent pursuant to an escrow agreement in customary form reasonably agreed to by Parent and the Company (the “Escrow Agreement”);
(c) to an account designated by the Escrow Agent (the “Indemnity Escrow Account”), by wire transfer of immediately available funds, an amount in cash equal to the Indemnity Escrow Amount, which amount shall be held by the Escrow Agent pursuant to the Escrow Agreement;
(d) to an account designated by the Escrow Agent (the “Income Tax Escrow Account”), by wire transfer of immediately available funds, an amount in cash equal to the Income Tax Escrow Amount, which amount shall be held by the Escrow Agent pursuant to the Escrow Agreement;
(e) to an account designated by the Company Equityholder Representative (the “Company Equityholder Representative Holdback Account”), by wire transfer of immediately available funds, an amount in cash equal to the Company Equityholder Representative Holdback Amount;
(f) to an account designated by the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Estimated Merger Consideration, minus the Adjustment Escrow Amount, minus the Indemnity Escrow Amount, minus the Income Tax Escrow Amount, minus the Company Equityholder Representative Holdback Account (the resulting amount, the “Net Closing Merger Consideration”), minus the Option Cancellation Payment, to be held and delivered by the Paying Agent in accordance with the terms and provisions of the Paying Agent Agreement and the Allocation Schedule; and
(g) to an account designated by the Surviving Corporation, by wire transfer of immediately available funds, on behalf of the Eligible Optionholders, the Option Cancellation Payment, for further payment of the Per Option Cancellation Payments to such Eligible Optionholders (and Parent shall cause the Surviving Corporation to make such payments) in accordance with Section 2.6(d)(ii) as promptly as practicable after the Effecti...
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. 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. 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. (a) At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent a written statement (the "Pre-Closing Statement") setting forth the following information: (i) for each Stockholder, such Stockholder's name, address, email address, bank account information and wire instructions for delivery of such Stockholder's share of the Closing Cash Payment and any other amounts to be paid to such Stockholder pursuant to this Agreement, and account number for the account at the Transfer Agent into which such Stockholder's share of the Parent Stock is to be transferred; (ii) the number of shares of Company Stock held by each such Stockholder immediately prior to the Effective Time and the amount of cash and number of shares of Parent Stock to be received by such Stockholder after giving effect to any election made by the Stockholders pursuant to Section 3.1(b), including a reasonably detailed calculation of such amounts and number of shares (or a formula therefor (including a sample calculation) that enables such calculation upon determination of the per share price of Parent Stock); (iii) an estimate of Closing Cash as of immediately prior to the Effective Time; (iv) an estimate of Closing Indebtedness as of immediately prior to the Effective Time; (v) an estimate of Closing Net Working Capital as of immediately prior to the Effective Time; (vi) an estimate of the Working Capital Adjustment as of immediately prior to the Effective Time; (vii) a calculation of the Closing Cash Payment, showing each component thereof, calculated using such estimated amounts; (viii) a list of all Company Expenses payable in connection with the Closing, including the recipients of such Company Expenses, the amounts to be paid to each such recipient (before any applicable Tax withholding), and, to the extent available, wire transfer instructions or a mailing address for payment to be made; and (ix) a list, including amounts, payees and wire instructions, of all Indebtedness of the Company to be repaid at Closing in accordance with the Payoff Letters.
(b) Subject to the terms and conditions of this Agreement, at the Closing, Parent shall:
(i) Pay to each Stockholder, by wire transfer of immediately available funds to the account designated for such Stockholder in the Pre-Closing Statement, either (A) if such Stockholder has not made an election under Section 3.1(b) that affects the amount of cash to be received by such Stockholder in the Merger, the Per Shar...
Payments at Closing. At the Closing, Purchaser shall pay the Estimated Purchase Price by each of the following payments:
(i) the Indemnity Escrow Amount and Ancillary Escrow Amount will be paid by wire transfer of immediately available funds to escrow accounts (the “Indemnity Escrow Account” and “Ancillary Escrow Account” respectively) to be established with the Indemnity Escrow Agent and Ancillary Escrow Agent, respectively, each to be held by the Indemnity Escrow Agent and Ancillary Escrow Agent pursuant to the terms of escrow agreements substantially in the forms attached hereto as Exhibit B (the “Indemnity Escrow Agreement”) and Exhibit B-1 (the “Ancillary Escrow Agreement”);
(ii) on behalf of USGP, Company and Litho GP, the Net Indebtedness Payment will be paid as described in Section 2.3(b);
(iii) on behalf of USGP, Company and Seller, all unpaid fees and expenses as of immediately prior to the Closing of counsel, financial advisors, investment bankers, brokers, finders, accountants and consultants that have been incurred by USGP, Company and the Service Entities and that are to be borne by USGP, Company or any of the Service Entities in connection with the transactions contemplated hereby (the “Transaction Costs”) will be paid as described in Section 2.3(c); and
(iv) the remaining balance of the Estimated Purchase Price (after deducting from the Estimated Purchase Price the amounts payable pursuant to Sections 2.3(a)(i), (ii) and (iii)) will be paid to Seller (the “Seller Closing Payment”).