Payments at the Closing. At the Closing:
Payments at the Closing. (a) Each of the purchase price to be paid by Athene Iowa for the Athene Iowa Assets (the “Athene Iowa Consideration Amount”) and the purchase price to be paid by Athene Delaware for the Athene Delaware Assets (the “Athene Delaware Consideration Amount” and, together with the Athene Iowa Consideration Amount, the “Closing Consideration Amount”) shall be calculated based on the value of such Assets as of the Pricing Date in accordance with the methodology set forth on Schedule 1 attached hereto. Seller shall, upon the reasonable written request of the Buyer Representative and subject to the terms and conditions of the Merger Agreement, exercise Seller’s right pursuant to Schedule C of the Merger Agreement to request that AMTG challenge the pricing methodologies used in determining the Company Book Value pursuant to the Merger Agreement.
Payments at the Closing. At the Closing, the Buyer shall pay to the Seller, by wire transfer into an account or accounts designated in writing by X. Xxxxx, that portion of the Purchase Price (the "Initial Payment") which is equal to the Estimated Purchase Price minus Six Million Dollars ($6,000,000), and shall pay Six Million Dollars ($6,000,000) (the "Escrow Payment") into escrow in accordance with Section 3.8.
Payments at the Closing. On or prior to the Closing Date, Acquiror shall have made the payments contemplated by Section 1.4(a)(v) through (x).
Payments at the Closing. (a) Subject to adjustment pursuant to this Section 2.2 and Section 2.3, at the Closing, the Buyer shall pay the Estimated Payment payable to the Seller (i) by wire transfer of immediately available funds to an account or accounts designated in writing by the Seller or (ii) if wire transfer instructions are not provided at least two (2) Business Days prior to the Closing, by check payable in immediately available funds.
Payments at the Closing. (a) At the Closing, the Company shall use a portion of the Available Cash Amount to repay or cause to be repaid Indebtedness of Tempo and its Subsidiaries such that the indebtedness for borrowed money of Tempo and its Subsidiaries as of immediately following the Closing shall not exceed the Target Debt Amount. No later than three (3) Business Days prior to the Closing, Tempo shall deliver to FTAC a statement setting forth the amount(s) of any indebtedness to be paid at the Closing in accordance with this Section 4.02(a), together with customary payoff statements with respect to such repayment.
Payments at the Closing. In accordance with Section 1.01 of the Purchase Agreement, Buyer shall deliver the Estimated Aggregate Closing Consideration to an account designated by the Seller Representative.
Payments at the Closing. At the Closing, Buyers will deliver to Sellers the sum of $40,000 by wire transfer to accounts specified by the Sellers.
Payments at the Closing. At the Closing Purchaser and Seller shall ------------------------ deliver irrevocable instructions to the Escrow Agent to deliver to Seller all of the cash in the escrow (up to the Base Purchase Price) and, if the amount of cash in the Escrow is less than the Base Purchase Price, the Shareholder Agreement. In addition, Purchaser shall deliver the number of Shares then called for under the Shareholder Agreement, if any, at the Closing. Purchaser shall deliver the other amounts due and owing in cash at the Closing by wire transfer of immediately available funds. Inventory payments shall be determined in accordance with the provisions of Section 6. At the Closing, Purchaser shall be entitled to a credit, not to exceed $5 million, against the Purchase Price in an amount equal to (A) 50 percent of the difference between the interest earned by Purchaser on the funds in the Escrow and the interest paid by Purchaser with respect thereto, and (B) 50 percent of the transaction fees incurred by Purchaser in obtaining the funds in the Escrow (other than the transaction fees incurred by Purchaser in respect to $600 million of debt that Purchaser issues in a public offering or in a private offering designed to allow resales under Rule 144A, or if an irrevocable letter of credit is used in lieu of issuing such $600 million of debt, the issuance fees for the letter of credit, which issuance fees shall be for the account of Purchaser).
