Payments at Closing. At the Closing, Buyer shall:
Payments at Closing. At the Closing:
Payments at Closing. At the Closing, Buyer will make (or cause to be made) the following payments:
Payments at Closing. At the Closing, Parent shall make, or cause to be made, the following payments, by wire transfer of immediately available funds:
Payments at Closing. Subject to the terms and conditions set forth herein, at the Closing:
Payments at Closing. At the Closing, Parent shall make, or cause to be made, payments as follows:
Payments at Closing. On the Closing Date, Borrowers paid an installment of interest in an amount equal to Stub Interest as provided in Section 2.1.2.
Payments at Closing. On or before the Closing Date, the Company shall pay and discharge all outstanding liabilities (collectively, “Company Liabilities”). Such payments shall be made utilizing cash on hand on the Closing Date and the Purchase Price. Giving effect to these payments, it is the parties’ intent that the Company shall, on the Closing Date and as of the Closing, have no liabilities and no assets.
Payments at Closing. At the Closing, the Buyer shall make or cause to be made the following payments (in an amount, in the aggregate, equal to the Closing Payment shown on the Closing Payment Certificate) by wire transfer of immediately available funds:
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".
