Common use of Payments at Closing Clause in Contracts

Payments at Closing. Helicon shall arrange for CableData, Inc., to complete a print-out of Subscriber data (the "Closing Subscriber Data") as of a date on or about fifteen (15) days prior to the date scheduled for the Closing, a copy of which print-out will be promptly provided by Helicon to Charter. No later than ten (10) days prior to the date scheduled for the Closing, Helicon shall prepare and deliver to Buyer a written report (the "Preliminary Closing Statement") setting forth Helicon's estimates of Closing Net Liabilities, Closing Equivalent Subscribers, and the Cash Consideration (including the portion thereof payable to each Partner) determined in accordance with Sections 2.3, 2.4 and this Section 2.5. The Preliminary Closing Statement shall be prepared by Helicon in good faith in accordance with GAAP and shall be certified by Helicon to be its good faith estimate of the Closing Net Liabilities, Closing Equivalent Subscribers and Cash Consideration as of the date thereof. Helicon shall make available to Buyer such information as Buyer shall reasonably request relating to the matters set forth in the Preliminary Closing Statement. Buyer shall notify Helicon in writing in the event Buyer disputes any amount set forth on the Preliminary Closing Statement. Buyer and Helicon shall, in good faith, use all reasonable efforts to resolve any dispute with respect to any amount set forth on the Preliminary Closing Statement prior to the date scheduled for the Closing. At Closing, in addition to the payment of the THGLP Note Purchase Price to Baum, Xxyer shall pay (a) unless the Sellers shall have elected to deliver the Letters of Credit, to the Escrow Agent the amount of the Indemnity Fund, to be held by the Escrow Agent in escrow on behalf of Sellers in accordance with the terms of the Indemnity Agreement, and (b) to the Partners (allocated to them as they shall have agreed pursuant to Section 2.3), the portion of the Cash Consideration, as adjusted on the basis of the Preliminary Closing Statement (as adjusted by Helicon and Buyer prior to Closing) less the aggregate amount, if any, paid to the Escrow Agent under clause (a), with the sum of the amounts paid by Buyer under clauses (a) and (b) being referred to as the "Estimated Cash Consideration".

Payments at Closing. Helicon shall arrange for CableData, Inc., to complete a print-out of Subscriber data (the "Closing Subscriber DataCLOSING SUBSCRIBER DATA") as of a date on or about fifteen (15) days prior to the date scheduled for the Closing, a copy of which print-out will be promptly provided by Helicon to Charter. No later than ten (10) days prior to the date scheduled for the Closing, Helicon shall prepare and deliver to Buyer a written report (the "Preliminary Closing StatementPRELIMINARY CLOSING STATEMENT") setting forth Helicon's estimates of Closing Net Liabilities, Closing Equivalent Subscribers, and the Cash Consideration (including the portion thereof payable to each Partner) determined in accordance with Sections 2.3, 2.4 and this Section 2.5. The Preliminary Closing Statement shall be prepared by Helicon in good faith in accordance with GAAP and shall be certified by Helicon to be its good faith estimate of the Closing Net Liabilities, Closing Equivalent Subscribers and Cash Consideration as of the date thereof. Helicon shall make available to Buyer such information as Buyer shall reasonably request relating to the matters set forth in the Preliminary Closing Statement. Buyer shall notify Helicon in writing in the event Buyer disputes any amount set forth on the Preliminary Closing Statement. Buyer and Helicon shall, in good faith, use all reasonable efforts to resolve any dispute with respect to any amount set forth on the Preliminary Closing Statement prior to the date scheduled for the Closing. At Closing, in addition to the payment of the THGLP Note Purchase Price to BaumXxxx, Xxyer Buyer shall pay (a) unless the Sellers shall have elected to deliver the Letters of Credit, to the Escrow Agent the amount of the Indemnity Fund, to be held by the Escrow Agent in escrow on behalf of Sellers in accordance with the terms of the Indemnity Agreement, and (b) to the Partners (allocated to them as they shall have agreed pursuant to Section 2.3), the portion of the Cash Consideration, as adjusted on the basis of the Preliminary Closing Statement (as adjusted by Helicon and Buyer prior to Closing) less the aggregate amount, if any, paid to the Escrow Agent under clause (a), with the sum of the amounts paid by Buyer under clauses (a) and (b) being referred to as the "Estimated Cash ConsiderationESTIMATED CASH CONSIDERATION".

Payments at Closing. Helicon shall arrange for CableData, Inc., to complete a print-out of Subscriber data (the "Closing Subscriber Data") as of a date on or about fifteen (15) days prior to the date scheduled for the Closing, a copy of which print-out will be promptly provided by Helicon to Charter. No later than ten (10) days prior to the date scheduled for the Closing, Helicon Holdings shall prepare and deliver to Buyer a written report (the "Preliminary Closing Statement") setting forth Helicon's Holdings' estimates of Closing Net Liabilities, Liabilities and Closing Equivalent Subscribers, and the Cash Consideration (including the portion thereof payable to each Partner) determined in accordance with Sections Section 2.3, 2.4 and this the Cash Consideration, as adjusted pursuant to Section 2.52.3 and a list and description of the principal methodologies and the principal accounting policies and practices used in the preparation thereof. The Preliminary Closing Statement shall be prepared by Helicon Holdings in good faith in accordance with GAAP and shall be certified by Helicon Holdings to be its good faith estimate of the Closing Net Liabilities, Liabilities and Closing Equivalent Subscribers and Cash Consideration as of the date thereof. Helicon Holdings shall make available to Buyer such information as Buyer shall reasonably request relating to the matters set forth in the Preliminary Closing Statement. If Buyer shall notify Helicon in writing in does not agree with the event Buyer disputes any amount Closing Net Liabilities, Closing Equivalent Subscribers or Cash Consideration set forth on in the Preliminary Closing Statement. Buyer and Helicon shall, in good faith, use all reasonable efforts then on or prior to resolve any dispute with respect to any amount set forth on the Preliminary Closing Statement third day prior to the date scheduled for the Closing. At Closing, Buyer may deliver to Holdings a written report (the "Preliminary Dispute Notice") setting forth in addition to the payment reasonable detail Buyer's good faith estimates (supported by substantial evidence) of the THGLP Note Purchase Price to Baum, Xxyer shall pay (a) unless the Sellers shall have elected to deliver the Letters of Credit, to the Escrow Agent the any amount of the Indemnity Fund, to be held by the Escrow Agent set forth in escrow on behalf of Sellers in accordance with the terms of the Indemnity Agreement, and (b) to the Partners (allocated to them as they shall have agreed pursuant to Section 2.3), the portion of the Cash Consideration, as adjusted on the basis of the Preliminary Closing Statement with which Buyer disagrees. In the case of any such estimated amount set forth in the Preliminary Dispute Notice, Holdings and Buyer shall endeavor in good faith to agree prior to the Closing on the appropriate amount of such estimates to be used in calculating the Closing Cash Payment (as adjusted by Helicon defined below). If Holdings and Buyer do not agree on any such amounts by the business day prior to the date scheduled for the Closing) less , Holdings, at its election, may either: binding on the aggregate amount, if any, paid to the Escrow Agent under clause (a), with the sum parties for purposes of the estimates to be made at Closing; provided, however, that in no event shall such resolution result in (i) amounts paid less than the amounts therefor (in the case of liabilities) or greater than the amounts therefor (in the case of assets) set forth in the Preliminary Closing Statement or (ii) amounts greater than the amounts therefor (in the case of liabilities) or less than the amounts therefor (in the case of assets) set forth in the Preliminary Dispute Notice. The costs and expenses of the Referee and its services rendered pursuant to this Section 2.4 shall be borne one-half by Buyer under clauses (a) and (b) being referred to as the "Estimated Cash Consideration".one-half by Holdings; or

Payments at Closing. Helicon (a) The purchase price to be paid by Buyer for the Conveyed Entity Equity Interests shall arrange for CableData, Inc., to complete a print-out of Subscriber data be Four Hundred and Fifty Five Million Dollars ($455,000,000) (the "“Base Consideration Amount”) (as may be adjusted pursuant to this Section 2.2 and Section 2.3, the “Closing Subscriber Data"Consideration Amount”). (b) as of a date on or about fifteen Not fewer than three (153) days Business Days prior to the date scheduled for the Closing, a copy of which print-out will be promptly provided by Helicon to Charter. No later than ten (10) days prior to the date scheduled for the Closing, Helicon Sellers shall prepare and deliver to Buyer (i) a written report (the "Preliminary Closing Statement") statement setting forth Helicon's estimates their good faith estimate of Closing Net LiabilitiesDate Indebtedness, Closing Equivalent SubscribersDate Cash, Closing Date Net Working Capital and Conveyed Entity Transaction Expenses (such statement, as delivered to Buyer, is referred to as the “Closing Date Statement”), and (ii) reasonable supporting information and documentation used by the Cash Consideration (including Sellers in the portion thereof payable to preparation of each Partner) determined in accordance with Sections 2.3, 2.4 and this Section 2.5component of the Closing Date Statement. The Preliminary Closing Date Statement shall be prepared by Helicon in good faith in accordance on a basis consistent with GAAP the methods, policies, practices, procedures, assumptions, conventions and shall be certified by Helicon to be its good faith estimate of the Closing Net Liabilities, Closing Equivalent Subscribers and Cash Consideration as of the date thereof. Helicon shall make available to Buyer such information as Buyer shall reasonably request relating to the matters set forth in the Preliminary Closing Statement. Buyer shall notify Helicon in writing in the event Buyer disputes any amount adjustments set forth on the Preliminary Closing Statement. Buyer and Helicon shall, in good faith, use all reasonable efforts to resolve any dispute with respect to any amount set forth on the Preliminary Closing Statement prior to the date scheduled for the Closing. At Closing, in addition to the payment of the THGLP Note Purchase Price to Baum, Xxyer Annex B. (c) The Base Consideration Amount shall pay be (ai) unless the Sellers shall have elected to deliver the Letters of Credit, to the Escrow Agent decreased by the amount of Closing Date Indebtedness as shown on the Indemnity FundClosing Date Statement (the “Estimated Closing Date Indebtedness”), to be held (ii) increased by the Escrow Agent in escrow amount of Closing Date Cash as shown on behalf of Sellers in accordance with the terms of Closing Date Statement (the Indemnity Agreement, and (b) to the Partners (allocated to them as they shall have agreed pursuant to Section 2.3“Estimated Closing Date Cash”), (iii) increased by the portion of the Cash Consideration, as adjusted on the basis of the Preliminary Closing Statement (as adjusted by Helicon and Buyer prior to Closing) less the aggregate amount, if any, paid by which Closing Date Net Working Capital as shown on the Closing Date Statement (the 17 “Estimated Closing Date Net Working Capital”) is greater than the High-End Base Net Working Capital, or decreased by the amount, if any, by which the Estimated Closing Date Net Working Capital is less than the Low-End Base Net Working Capital (it being agreed and understood that if the Estimated Close Date Net Working Capital is either greater than the Low-End Base Net Working Capital but equal to or less than the Escrow Agent under High-End Base Net Working Capital, or less than the High-End Base Net Working Capital but equal to or greater than the Low-End Base Net Working Capital, there shall be no adjustment pursuant to this clause (aiii)), with the sum of the amounts paid by Buyer under clauses (a) and (biv) being decreased by the amount of Conveyed Entity Transaction Expenses as shown on the Closing Date Statement (the “Estimated Conveyed Entity Transaction Expenses”). The Base Consideration Amount, as so adjusted by this Section 2.2(c), is referred to as the "“Estimated Cash Consideration"Closing Consideration Amount.” (d) At the Closing, Buyer shall, in consideration for the purchase of the Conveyed Entity Equity Interests: (i) pay to the Sellers the Estimated Closing Consideration Amount by wire transfer of immediately available funds to an account or accounts designated by the Sellers no fewer than two (2) Business Days prior to the Closing Date; (ii) deliver or cause to be delivered, on behalf of each applicable Conveyed Entity the amount payable to each counterparty or holder of Indebtedness identified on Section 2.2(d)(ii) of the Seller Disclosure Schedule (the “Payoff Indebtedness”) in order to fully discharge such Payoff Indebtedness and terminate all applicable obligations and liabilities of the Conveyed Entities related thereto, as specified in the Debt Payoff Letters and in accordance with this Agreement; and (iii) deliver or cause to be delivered on behalf of the Conveyed Entities the amount payable to each Person who is owed a portion of the Estimated Conveyed Entity Transaction Expenses as specified in the Transaction Expenses Payoff Instructions and in accordance with this Agreement. (e) From and after 11:59 P.M. on the date immediately prior to the Closing Date until immediately following the Closing, the Conveyed Entities shall not, and the Sellers’ shall not permit the Conveyed Entities to, pay any Conveyed Entity Transaction Expenses, pay any Taxes, pay any dividends or distributions, or pay or repay any Indebtedness, or write any check, issue any electronic payment or write or issue any draft. Section 2.3

Payments at Closing. Helicon shall arrange for CableData, Inc., to complete a print-out of Subscriber data (the "Closing Subscriber Data") as of a date on or about fifteen (15) days prior to the date scheduled for the Closing, a copy of which print-out will be promptly provided by Helicon to Charter. No later than ten (10) days prior to the date scheduled for the Closing, Helicon Holdings shall prepare and deliver to Buyer a written report (the "Preliminary Closing Statement") setting forth Helicon's Holdings' estimates of Closing Net Liabilities, Liabilities and Closing Equivalent Subscribers, and the Cash Consideration (including the portion thereof payable to each Partner) determined in accordance with Sections Section 2.3, 2.4 and this the Cash Consideration, as adjusted pursuant to Section 2.52.3 and a list and description of the principal methodologies and the principal accounting policies and practices used in the preparation thereof. The Preliminary Closing Statement shall be prepared by Helicon Holdings in good faith in accordance with GAAP and shall be certified by Helicon Holdings to be its good faith estimate of the Closing Net Liabilities, Liabilities and Closing Equivalent Subscribers and Cash Consideration as of the date thereof. Helicon Holdings shall make available to Buyer such information as Buyer shall reasonably request relating to the matters set forth in the Preliminary Closing Statement. If Buyer shall notify Helicon in writing in does not agree with the event Buyer disputes any amount Closing Net Liabilities, Closing Equivalent Subscribers or Cash Consideration set forth on in the Preliminary Closing Statement. Buyer and Helicon shall, in good faith, use all reasonable efforts then on or prior to resolve any dispute with respect to any amount set forth on the Preliminary Closing Statement third day prior to the date scheduled for the Closing. At Closing, Buyer may deliver to Holdings a written report (the "Preliminary Dispute Notice") setting forth in addition to the payment reasonable detail Buyer's good faith estimates (supported by substantial evidence) of the THGLP Note Purchase Price to Baum, Xxyer shall pay (a) unless the Sellers shall have elected to deliver the Letters of Credit, to the Escrow Agent the any amount of the Indemnity Fund, to be held by the Escrow Agent set forth in escrow on behalf of Sellers in accordance with the terms of the Indemnity Agreement, and (b) to the Partners (allocated to them as they shall have agreed pursuant to Section 2.3), the portion of the Cash Consideration, as adjusted on the basis of the Preliminary Closing Statement with which Buyer disagrees. In the case of any such estimated amount set forth in the Preliminary Dispute Notice, Holdings and Buyer shall endeavor in good faith to agree prior to the Closing on the appropriate amount of such estimates to be used in calculating the Closing Cash Payment (as adjusted by Helicon defined below). If Holdings and Buyer do not agree on any such amounts by the business day prior to the date scheduled for the Closing) less the aggregate amount, if anyHoldings, paid to the Escrow Agent under clause (a)at its election, with the sum of the amounts paid by Buyer under clauses (a) and (b) being referred to as the "Estimated Cash Consideration".may either: