Payments Certain Closing Conditions Sample Clauses
The "Payments; Certain Closing Conditions" clause defines the requirements and procedures for making payments that are contingent upon the fulfillment of specific conditions at the closing of a transaction. Typically, this clause outlines which payments must be made at closing, such as purchase price installments or escrow deposits, and specifies that these payments are only due if certain agreed-upon conditions—like regulatory approvals or delivery of key documents—are satisfied. Its core function is to ensure that financial obligations are only triggered when all necessary prerequisites for closing have been met, thereby protecting both parties from premature or unwarranted payments.
Payments Certain Closing Conditions. (i) Subject to the terms of Section 7(c)(ii) below, the Company shall pay to Laurus Capital Management, LLC, the investment manager of the Purchaser ("LCM"), a non-refundable servicing payment in an amount equal to 3.6% of the aggregate principal amount of the Secured Revolving Note. The foregoing payment is referred to herein as the "Servicing Payment." The parties acknowledge that the Servicing Payment is a reasonable estimate of the expenses that LCM will incur in monitoring and servicing the Secured Revolving Note, and the Servicing Payment is intended to enable LCM to defray such expenses.
(ii) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses) incurred in connection with the entering into of this Agreement and the Ancillary Agreements, and expenses incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries and all related matters. Amounts required to be paid under this Section 7(c) will be paid on the Closing Date and shall be [$_________] for such expenses referred to in this Section 7(c).
(iii) The Servicing Payment and the expenses referred to in the preceding clause (ii) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement and the Disbursement Letter.
Payments Certain Closing Conditions