Common use of Payments at Closing Clause in Contracts

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. (a) No later than five (5) Business Days prior to the date scheduled for At the Closing, Seller shall prepare and deliver to Buyer a written report, substantially in the form of Exhibit 2.4: (a) hereto Company shall pay, through its payroll system, (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(ci) all Company Severance Expenses that are unpaid as of the date thereofClosing (the “Closing Company Severance Expenses), (ii) all Parent Severance Expenses that are known and unpaid as of the Cash ConsiderationClosing (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 so adjustedspecified in the Closing Allocation Schedule; (b) Parent shall, pursuant on behalf of Company, pay to Section 2.3. Seller shall make 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 to Buyer such information as Buyer shall reasonably request relating funds; (c) Parent shall, on behalf of Company, pay to the matters applicable creditors, by wire transfer of immediately available funds, the amount of Indebtedness of Company set forth in the Preliminary Closing Statement. The parties Payoff Letters with respect to such lender delivered by Company in accordance with Section 7.2(e); (d) Parent shall negotiate in good faith deliver to resolve any dispute and the Escrow Agent, by wire transfer of immediately available funds, an amount equal to reach the Escrow Amount; (e) Parent shall pay to the Stockholder Representative Fund, by wire transfer of immediately available funds, an agreement on 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 Cash Initial Merger Consideration constituting Employee Option Consideration, as adjusted ) 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 2.31.6, for purposes of which shall be distributed to the Company Option Holders through the Surviving Corporation’s payroll system on a special payroll run on 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 StatementDate. (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. (a) No later than five At the Closing, Parent shall pay, or cause to be paid, to Acquiom Financial LLC (5the “Exchange Agent”) by wire transfer in immediately available funds (without any withholding or deduction of any kind except as otherwise provided for in this Agreement) the following: (i) the amount of $600,000 (the “Indemnity Escrow Amount”) for deposit into an escrow account (the “Indemnity Escrow Account”), as set forth in Section 3.7, for the purpose of securing the obligations of the Participating Securityholders under Article VIII of this Agreement, to be held for the periods and distributed as provided for in the escrow agreement in substantially the form set forth as Exhibit B (the “Escrow Agreement”); (ii) the amount of $250,000 (the “Adjustment Escrow Amount”) for deposit into an escrow account (the “Adjustment Escrow Account”), as set forth in Section 3.7, for the purpose of securing the obligations of the Participating Securityholders under Section 3.6 of this Agreement, to be held for the periods and distributed as provided in the Escrow Agreement; and (iii) for exchange in accordance with Section 3.3, an amount (the “Exchange Fund”) equal to the Merger Consideration minus (1) the Adjustment Escrow Amount, minus (2) the Indemnity Escrow Amount, minus (3) an amount equal to the aggregate amounts that would be payable in connection with the Merger to each stockholder holding Dissenting Shares in respect of such Dissenting Shares if such stockholder had not demanded appraisal, and minus (4) the Representative Amount. The Exchange Agent shall deliver the Exchange Fund as contemplated by Section 3.3, and the Exchange Fund shall not be used for any other purpose. (b) At the Closing, Parent shall pay, or cause to be paid on behalf of Lime, (i) all Transaction Expenses set forth in invoices with respect thereto delivered by Lime at least two (2) Business Days prior to the date scheduled for Closing by wire transfer of immediately available funds to account(s) designated in such invoices; and (ii) all Closing Indebtedness by wire transfer of immediately available funds to the account(s) designated by the holders of such Closing Indebtedness in payoff letters provided pursuant to Section 9.2(g). (c) At the Closing, Seller Parent shall prepare and deliver to Buyer a written reportthe Lime Representative (on behalf of the Participating Securityholders) $1,000,000, substantially by wire transfer of immediately available funds to the account(s) designated in writing by the form Lime Representative, for the purposes of Exhibit 2.4 (a) hereto (paying directly, or reimbursing the "Preliminary Closing Statement")Lime Representative for, setting forth Seller's estimates of Working Capital, Closing Equivalent Subscribers, the Capital Expenditure Adjustment any Third Party expenses pursuant to this Agreement and the debt adjustment calculated other Transaction Documents including to satisfy potential future obligations of the Lime Representative and/or the Participating Securityholders to the Lime Representative, including expenses of the Lime Representative arising from the defense or enforcement of claims pursuant to Section 2.3(c3.6 and Article IX (in the aggregate, the “Representative Amount”). The Participating Securityholders will not receive any interest or earnings on the Representative Amount and irrevocably transfer and assign to the Lime Representative any ownership right that they may otherwise have had in any such interest or earnings. The Lime Representative will not be liable for any loss of principal of the Representative Amount other than as a result of its gross negligence or willful misconduct. The Lime Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Representative Amount shall be retained by the Lime Representative until the Indemnity Escrow Termination Date or, in the event there are any outstanding claims for indemnification as of the Indemnity Escrow Termination Date, the date on which all such claims have been resolved (in either case the “Representative Release Date”). The Lime Representative shall deposit any remaining balance of the Representative Amount with the Exchange Agent, for the benefit of the Participating Securityholders, within three (3) Business Days after the Representative Release Date, and the Cash ConsiderationExchange Agent shall promptly distribute to each Participating Securityholder such Participating Securityholder’s Pro Rata Fraction thereof; provided, as adjusted pursuant that (i) with respect 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 a Participating Securityholder that is a holder of Working Capital, Closing Equivalent SubscribersExercisable Lime Options, the Capital Expenditure Adjustment Lime Representative shall deposit with the Surviving Corporation the amount payable to such Participating Securityholder with respect to such Exercisable Lime Options, and Parent shall cause the debt adjustment calculated pursuant to Section 2.3(c) as Surviving Corporation, through the Surviving Corporation’s payroll system, on the first normal payroll date of the date Surviving Corporation following such deposit to distribute such amount to such Participating Securityholder, and (ii) in the discretion of the Lime Representative, the Lime Representative may make direct payments to one or more of the Participating Securityholders their respective Pro Rata Fraction 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 event of (i) or (ii) 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 deposited with the Cash ConsiderationExchange Agent shall be reduced accordingly. For tax purposes, the Representative Amount will be treated as adjusted pursuant to Section 2.3, having been received and voluntarily set aside by the Participating Securityholders at the time of Closing, the Closing Cash Payment shall be calculated from the Preliminary Closing Statement. (bd) At Closing, Buyer The Parties shall direct the Exchange Agent to pay from the Exchange Fund at Closing (i) to Seller the Surviving Corporation the amount determined in accordance with Section 3.4(a) to be paid to the applicable holders of Exercisable Lime Options via the Surviving Corporation’s normal payroll practices; and (ii) to the holder of the Cash Consideration adjusted pursuant to Sections 2.3(a), (b), (c) and (d), as Lime Warrant the amount determined pursuant to this in accordance with Section 2.4 (such amount, the "Closing Cash Payment"3.4(b).

Payments at Closing. (a) No later than five (5) Business Days prior to the date scheduled for At the Closing, Seller Buyer shall prepare and deliver make, or cause the Title Company to Buyer a written reportmake, substantially the following payments in the form of Exhibit 2.4following order from the Purchase Price proceeds (collectively, the “Closing Payments”): (ai) hereto (the "Preliminary Closing Statement")first, 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 payees of the Closing Trade Accounts Payable in accordance with Schedule 4.5(c), an amount sufficient to pay all such Closing Trade Accounts Payable, other than such Closing Trade Accounts Payable that are being contested in good faith; (which ii) second, to Hopewell Investment, an amount shall sufficient to repay all Closing Indebtedness as evidenced by that certain Term Loan and Security Agreement dated March 10, 2013 between Seller and Hopewell Investment in accordance with the Pay-Off Letter, with the result that immediately following the Closing there will be subject no further monetary Liabilities of Seller with respect to final determination such Closing Indebtedness; (iii) third, to the Escrow Agent, the Indemnity Holdback as provided in Section 2.5). Notwithstanding the foregoing8.6; (iv) fourth, to each applicable service provider, the extent that the parties do not reach an agreement on the amount applicable portion of the Cash ConsiderationSeller Expenses; and (v) finally, as adjusted to Seller, an amount equal to the Purchase Price, minus the Closing Trade Accounts Payable paid pursuant to Section 2.33.3(a)(i), by the Closing, minus the Closing Cash Payment shall be calculated from Indebtedness paid pursuant to Section 3.3(a)(ii), minus the Preliminary Indemnity Holdback deposited pursuant to Section 3.3(a)(iii), and minus the Seller Expenses paid pursuant to Section 3.3(a)(iv) (the “Closing StatementPurchase Price”). (b) At Closing, All Closing Payments made by or on behalf of 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 amount3.3 shall be made at the Closing by wire transfer of immediately available funds, or with respect to the "payment of Closing Cash Payment"Trade Accounts Payable pursuant to Section 3.3(a)(i), by check from a Buyer account, in accordance with the applicable instructions set forth in the Funds Flow Memorandum. Seller shall provide Buyer with invoices for the Closing Trade Accounts Payable by 5:00 p.m. on the day before the Closing Date.