Second Closing Payment Sample Clauses
The Second Closing Payment clause defines the obligation for a buyer to make an additional payment at a specified later stage in a transaction, typically after certain conditions or milestones have been met following the initial closing. This payment may be triggered by the achievement of performance targets, regulatory approvals, or the transfer of remaining assets. By structuring the purchase price in multiple installments, this clause helps manage risk and incentivizes the parties to fulfill post-closing obligations, ensuring that both sides remain committed to the transaction's successful completion.
Second Closing Payment. In consideration of the sale, assignment and conveyance and delivery of the China Assets pursuant to Article 3 and Article 6, GSK shall pay to Welichem for the China Assets [***] after the Second Closing in respect of the China Assets (the “Second Closing Payment”) in accordance with Section 8.3. For clarity, it shall be the sole responsibility of Welichem to pay Celestial and BWTP consideration for the transfer of the China Assets from Celestial and BWTP to Welichem and GSK will not be obliged to make additional payments to Celestial and BWTP in addition to the amount paid to Welichem. For clarity, further, this Second Closing Payment will be payable only if the Second Closing occurs on or prior to the Target Date.
Second Closing Payment. At the Second Closing, against delivery of all of the deliverables by the Company as contemplated under Section 3.4(c), the Investor shall pay or cause to be paid an amount equal to the Second Closing Subscription Price by wire transfer of immediately available funds to the Company’s bank account provided by the Company in writing prior to the Second Closing.
Second Closing Payment. (a) The amount of Purchase Price which shall be due at the Second Closing shall be an amount computed as follows (the "Second Closing Purchase Price"):
(i) An amount equal to twelve percent (12%) of the Deposit Liabilities assumed by Purchaser at the Second Closing; PLUS
(ii) The aggregate of the Real Property Purchase Prices for all of the Real Property transferred to Purchaser at the Second Closing; PLUS
(iii) The aggregate Net Book Value of the Fixed Assets transferred to Purchaser at the Second Closing, calculated as of the close of business on the Second Closing Date; PLUS
(iv) The Second Closing Loan Value of the Loans transferred to Purchaser at the Second Closing, calculated as of the close of business on the Second Closing Date; PLUS
(v) The aggregate of the unpaid principal balance of the Advance Lines and the Negative Deposits transferred to Purchaser at the Second Closing, calculated as of the close of business on the Second Closing Date; PLUS
(vi) The aggregate Net Book Value of the ATMs transferred to Purchaser at the Second Closing, calculated as of the close of business on the Second Closing Date; PLUS
(vii) The aggregate Net Book Value of the CRA Equity Holdings transferred to Purchaser at the Second Closing, calculated as of the close of business on the Second Closing Date; PLUS
(viii) The aggregate amount of Cash transferred to Purchaser at the Second Closing; PLUS
(ix) The aggregate Net Book Value of the CAF Assets transferred to the Purchaser at the Second Closing, other than the CAF Loans, calculated as of the close of business on the Second Closing Date; PLUS
(x) The aggregate Net Book Value of the Floor Plan Assets transferred to Purchaser at the Second Closing, other than the Floor Plan Loans, calculated as of the close of business on the Second Closing Date; Plus
(xi) The Fair Market Value of the BBNA Precious Metals (exclusive of such BBNA Precious Metals already included in the Loan Value of a particular Loan under Section 3.4(a)(iv) hereof) transferred to Purchaser at the Second Closing, calculated as of the close of business on the Second Closing Date; plus
(i) The Second Closing Swap Portfolio Adjustment, if such adjustment is a positive number or (ii) if the Swap Portfolio Adjustment is a negative number MINUS the absolute value of the Second Closing Swap Portfolio Adjustment; minus
(xiii) The Second Closing Loan Sale Adjustment.
(b) On or prior to the second (2nd) Business Day immediately preceding the Second Closing Date, ...
Second Closing Payment. At the Second Closing, Chesapeake shall pay to the Company, by wire transfer of immediately available funds to an account designated by the Company or by such other means as may be acceptable to the Company, the aggregate purchase price to be paid by Chesapeake as provided for in Section 2.5.
Second Closing Payment. On February 26, 2015, the Company’s board of directors declared a dividend payable to its common shareholders in an amount equal to $0.08 per share and set a record date of March 16, 2015 (the “Declared Record Date”) for such dividend. The Declared Record Date is prior to the Second Closing Date and in order to comply with Section 5.4(b) of the Agreement, the Company has agreed to reduce the cash proceeds that must be delivered by the Investor to the Company for the purchase of the Common Stock at the Second Closing (the “Second Closing Shares”) to reflect the necessary adjustment contemplated in the Agreement for the deemed dividend to Investor with respect to the Second Closing Shares, which amounts to $19,020.24. The Purchase Price will not be adjusted. At the Second Closing, Investor will deliver a cash amount to the Company in the amount of $2,299,071.51.
Second Closing Payment. Purchaser shall deliver the Second Closing Payment to Seller by wire transfer of immediately available funds under Section 3.4(b).
Second Closing Payment. The Purchaser shall have delivered to the Company the Tranche B Amount in accordance with Section 2(b) at the Second Closing by wire transfer of immediately available funds.
Second Closing Payment. At the Second Closing, (i) CES will pay to WWT Six Hundred Forty Thousand Dollars ($640,000) in consideration for WWT entering into the BPI Settlement Agreement, in the form of a certified bank check or wire transfer (the "Second Closing Payment"), (ii) WWT will deliver to CES a copy of the BPI Settlement Agreement executed by WWT, and (iii) CES will deliver to WWT a copy of the BPI Settlement Agreement, executed by CES, BPI and their respective affiliates (including those individuals named in Section 1.2(a) above).