Certain Closing Deposits and Payments Clause Samples

The 'Certain Closing Deposits and Payments' clause outlines the specific financial transactions that must occur at the closing of a deal, such as deposits, payments, or escrow arrangements. It details the timing, method, and parties responsible for making these payments, ensuring that all required funds are transferred as a condition of closing. This clause serves to clarify the financial obligations of each party at closing, reducing the risk of disputes and ensuring a smooth completion of the transaction.
Certain Closing Deposits and Payments. The following payments and deposits shall be made at the Closing: (a) Subject to Section 3.4(f), Parent shall deposit or cause to be deposited with an escrow agent mutually agreeable to Parent and the Seller Representative (the “Escrow Agent”) cash in an amount equal to the sum of the Adjustment Escrowed Cash plus the Reorg Escrowed Cash and the General Indemnity Escrow Shares, all of which shall be held and distributed as follows: (i) The General Indemnity Escrow Shares shall be held in a segregated account for the payment of any post-Closing indemnification obligations of the Participating Securityholders and shall be disbursed in accordance with Section 10.10 of this Agreement and the Escrow Agreement. (ii) The Adjustment Escrowed Cash shall be held in a segregated account for distribution pursuant to Section 3.6(d). (iii) The Reorg Escrowed Cash shall be held in a segregated account available to Parent or the Surviving Corporation as needed to cover, or to reimburse Parent or the Surviving Corporation for, Company Reorg Expenses estimated to be incurred following the Closing and mutually agreed to by the Company and Parent pursuant to Section 6.3(a), and any remaining balance thereof after such Company Reorg Expenses are paid or reimbursed shall be distributed to the Participating Securityholders, all as provided in Section 7.11. (iv) All of the Escrowed Shares shall be held pursuant to the terms of the Escrow Agreement, which shall provide, among other things, that (A) while held in escrow, the Participating Securityholders shall be entitled to exercise their voting rights with respect to such Escrowed Shares, (B) upon the declaration of any dividends on the Escrowed Shares, such dividends shall be distributed to the Participating Securityholders, and (C) all disbursements of the General Indemnity Escrow Shares under the Escrow Agreement shall be made pursuant to joint written directions executed by Parent and the Seller Representative. (b) Parent shall deliver cash in an amount equal to the Expense Fund to the Seller Representative to be deposited and held as set forth in Section 7.5. (c) Parent shall pay the amount of the Company Transaction Expenses and the Company Reorg Expenses, in each case, that have been incurred but not paid prior to the Effective Time to each payee thereof by wire transfer of immediately available funds to such payee’s account as specified in the Payment Schedule, in accordance with invoices or other evidence of obligation t...
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Related to Certain Closing Deposits and Payments

  • Disbursements from the Escrow Account a. At such time as Escrow Agent has collected and deposited instruments of payment in the total amount of the Advance and has received such Common Stock via D.W.A.C from the Company which are to be issued to the Investor pursuant to the Standby Equity Distribution Agreement, the Escrow Agent shall notify the Company and the Investor. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor that Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to the Escrow Agent directing the Escrow Agent to release via D.W.A.C to the Investor the shares of the Company's Common Stock. In releasing such shares of Common Stock the Escrow Agent is authorized to rely upon such Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Escrow Agent has on file. In the event the Escrow Agent does not receive the amount of the Advance from the Investor or the shares of Common Stock to be purchased by the Investor from the Company, the Escrow Agent shall notify the Company and the Investor.

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser: (a) ▇▇▇▇ of Sale. A ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit C (the “▇▇▇▇ of Sale”), duly executed by Seller; and

  • Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Closing of the Company’s Transfer Books At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.