Common use of Certain Closing Deposits and Payments Clause in Contracts

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 to pay, copies of which will be delivered to Parent by the Company at least three (3) Business Days prior to the Closing. (d) Parent shall pay all amounts necessary to discharge fully on behalf of the Company or such Acquired Company the then-outstanding balance of the Closing Indebtedness as set forth in the Payment Schedule and as directed by the Payoff Letters, copies of which will be provided by the Company to Parent at least three (3) Business Days prior to the Closing Date. (e) Parent shall deposit cash in the aggregate amount of the Company Closing Bonuses payable to Company Associates with the applicable Acquired Company, which Company Closing Bonuses Parent and the Company shall cause to be paid at Closing (i) through the payroll system of the applicable Acquired Company, with respect to amounts payable to Company Associates in their capacity as employees and (ii) through the applicable Acquired Company’s accounts payable with respect to amounts payable to Company Associates other than in their capacity as employees, in each case less any applicable withholding amounts. (f) Parent shall deposit cash in the aggregate amount of the Management Bonuses payable to Company executives with the Company, which Management Bonuses Parent and the Company shall cause to be paid at Closing, through the payroll system of the Company, with respect to amounts payable to such executives, in each case less any applicable withholding amounts. (g) Notwithstanding anything to the contrary expressed or implied in this Agreement, in the event that there is a Closing Cash Shortfall, (i) the Closing Cash Amount shall be applied in the following order of priority: (A) first, to fund the Reorg Escrowed Cash and (B) second, to fund the Adjustment Escrowed Cash; and (ii) the number of Escrowed Shares shall be increased (and the Closing Share Consideration shall be reduced) by an aggregate number of Subordinate Shares with an aggregate Share Value equal to the Closing Cash Shortfall, which additional Escrowed Shares shall be allocated to the Post-Closing Reorg or the Net Adjustment, as applicable, and held in escrow as provided in this Agreement and the Escrow Agreement as if such additional Escrowed Shares were Reorg Escrowed Cash or Adjustment Escrowed Cash. In the event that this Section 3.4(g) is applied to adjust the amount of Escrowed Cash and the number of Escrowed Shares, the applicable provisions of this Agreement (including the applicable definitions, escrow deposit provisions and escrow release provisions) shall be read as so adjusted to apply mutatis mutandis.

Certain Closing Deposits and Payments. The following payments and deposits shall be made at the Closing: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 CD Escrowed Cash plus the Adjustment Escrowed Cash plus the Reorg Escrowed Cash and Cash; the CD Escrow Shares; the General Indemnity Escrow Shares, all of which Shares and the Reorg Escrow Shares.‌ (i) The CD Escrow Shares shall be held in a segregated account for distribution to the Converting Holders and distributed the other Participating Securityholders as follows:provided in Section 3.6(a). (iii) 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. (iiiii) The CD Escrowed Cash shall be held in a segregated account for distribution pursuant to Section 3.6. (iv) The Adjustment Escrowed Cash shall be held in a segregated account for distribution pursuant to Section 3.6(d3.6(b)(iv). (iiiv) 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, cover payment of any 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. (ivvi) 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, Securityholders and (C) all disbursements of the CD Escrow Shares, the General Indemnity Escrow Shares and the Special 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 to pay, copies of which will be delivered to Parent by the Company at least three (3) Business Days prior to the Closing. (d) Parent shall pay all amounts necessary to discharge fully on behalf of the Company or such Acquired Company the then-outstanding balance of the Closing Indebtedness as set forth in the Payment Schedule and as directed by the Payoff Letters, copies of which will be provided by the Company to Parent at least three (3) Business Days prior to the Closing Date. (e) Parent shall deposit cash in the aggregate amount of the Company Closing Bonuses payable to Company Associates with the applicable Acquired Company, which Company Closing Bonuses Parent and the Company shall cause to be paid at Closing (i) through the payroll system of the applicable Acquired Company, with respect to amounts payable to Company Associates in their capacity as employees and (ii) through the applicable Acquired Company’s accounts payable with respect to amounts payable to Company Associates other than in their capacity as employees, in each case less any applicable withholding amounts. (f) Parent shall deposit cash in the aggregate amount of the Management Bonuses payable to Company executives with the Company, which Management Bonuses Parent and the Company shall cause to be paid at Closing, through the payroll system of the Company, with respect to amounts payable to such executives, in each case less any applicable withholding amounts. (g) Notwithstanding anything to the contrary expressed or implied in this Agreement, in the event that there is a Closing Cash Shortfall, (i) the Closing Cash Amount shall be applied in the following order of priority: (A) first, to fund the Reorg CD Escrowed Cash and Cash; (B) second, to fund the Reorg Escrowed Cash; and (C) third, to fund the Adjustment Escrowed Cash; and (ii) the number of Escrowed Shares shall be increased (and the Closing Share Consideration shall be reduced) by an aggregate number of Subordinate Shares with an aggregate Closing Share Value equal to the Closing Cash Shortfall, which additional Escrowed Shares shall be allocated to the Convertible Debentures, the Post-Closing Reorg or the Net Adjustment, as applicable, and held in escrow as provided in this Agreement and the Escrow Agreement as if such additional Escrowed Shares were Reorg CD Escrowed Cash or Adjustment Escrowed Cash. In the event that this Section 3.4(g3.4(f) is applied to adjust the amount of Escrowed Cash and the number of Escrowed Shares, the applicable provisions of this Agreement (including the applicable definitions, escrow deposit provisions and escrow release provisions) shall be read as so adjusted to apply applied mutatis mutandis.

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 to pay, copies of which will be delivered to Parent by the Company at least three (3) Business Days prior to the Closing. (d) Parent shall pay all amounts necessary to discharge fully on behalf of the Company or such Acquired Company the then-outstanding balance of the Closing Indebtedness as set forth in the Payment Schedule and as directed by the Payoff Letters, copies of which will be provided by the Company to Parent at least three (3) Business Days prior to the Closing Date. (e) Parent shall deposit cash in the aggregate amount of the Company Closing Bonuses payable to Company Associates with the applicable Acquired Company, which Company Closing Bonuses Parent and the Company shall cause to be paid at Closing (i) through the payroll system of the applicable Acquired Company, with respect to amounts payable to Company Associates in their capacity as employees and (ii) through the applicable Acquired Company’s accounts payable with respect to amounts payable to Company Associates other than in their capacity as employees, in each case less any applicable withholding amounts. (f) Parent shall deposit cash in the aggregate amount of the Management Bonuses payable to Company executives with the Company, which Management Bonuses Parent and the Company shall cause to be paid at Closing, through the payroll system of the Company, with respect to amounts payable to such executives, in each case less any applicable withholding amounts. (g) Notwithstanding anything to the contrary expressed or implied in this Agreement, in the event that there is a Closing Cash Shortfall, (i) the Closing Cash Amount shall be applied in the following order of priority: (A) first, to fund the Reorg Escrowed Cash and (B) second, to fund the Adjustment Escrowed Cash; and (ii) the number of Escrowed Shares shall be increased (and the Closing Share Consideration shall be reduced) by an aggregate number of Subordinate Shares with an aggregate Share Value equal to the Closing Cash Shortfall, which additional Escrowed Shares shall be allocated to the Post-Closing Reorg or the Net Adjustment, as applicable, and held in escrow as provided in this Agreement and the Escrow Agreement as if such additional Escrowed Shares were Reorg Escrowed Cash or Adjustment Escrowed Cash. In the event that this Section 3.4(g) is applied to adjust the amount of Escrowed Cash and the number of Escrowed Shares, the applicable provisions of this Agreement (including the applicable definitions, escrow deposit provisions and escrow release provisions) shall be read as so adjusted to apply mutatis mutandis.

Certain Closing Deposits and Payments. The following payments and deposits shall be made at the Closing:Closing:‌ (a) Subject to Section 3.4(f), Parent shall deposit or cause to be deposited with an a mutually agreeable 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 Escrow Shares and the General Indemnity Escrow Shares, all of which . The Adjustment Escrow Shares shall be held in a segregated account for the return to Parent with respect to any post-closing adjustment to the Estimated Closing Merger Consideration in Parent’s favor pursuant to Section 3.6 and distributed as follows: (i) shall be disbursed in accordance with this Agreement and the Escrow Agreement. 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 Escrow Shares and 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 Indemnity Escrow Shares shall be held pursuant to the terms of the Escrow Agreement, which shall provide, among other things, that (Ai) the fees of the Escrow Agent shall be split equally between the Company and the Participating Securityholders, (ii) while held in escrow, the Participating Securityholders shall be entitled to exercise their voting rights with respect to such Escrowed Adjustment Escrow Shares and Indemnity Escrow Shares, (Biii) upon the declaration of any dividends on the Escrowed Adjustment Escrow Shares and Indemnity Escrow Shares, such dividends shall be distributed belong to the Participating SecurityholdersSecurityholder, and (Civ) all disbursements of the General Indemnity Escrow Shares under the Escrow Agreement shall be made pursuant to joint written directions executed by the Parent and the Seller Representative. (b) Parent The Company, on behalf of the Participating Securityholders, 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 7.5.7.5.‌ (c) Parent The Company shall pay pay, or cause the applicable Acquired Company to pay, the amount of the estimated Company Transaction Expenses and the Company Reorg Expenses, in each case, that have been incurred but not paid prior to the Effective Time payable 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 to pay, copies of which will be delivered to Parent by the Company at least three (3) Business Days prior to the Closing. (d) Parent The Company shall pay pay, or cause the applicable Acquired Company to pay, all amounts necessary to discharge fully on behalf of the Company or such Acquired Company the then-outstanding balance of the Closing Indebtedness as set forth in the Payment Schedule Company Closing Statement and as directed by the Payoff Letters, copies of which will be provided by the Company to Parent at least three (3) Business Days prior to the Closing Date. (e) Parent The Company shall deposit deposit, or cause the applicable Acquired Company to deposit, cash in the aggregate amount of the Company Closing Bonuses payable to Company Associates with the applicable Acquired Company, which Company Closing Bonuses Parent and the Company shall cause to be paid at Closing paid (i) through the payroll system of the applicable Acquired Company, with respect to amounts payable to Company Associates in their capacity as employees employees, on the first normal payroll date of the applicable Acquired Company following such deposit (and in any event within three (3) Business Days following such deposit) and (ii) through the applicable Acquired Company’s accounts payable with respect to amounts payable to Company Associates other than in their capacity as employees, in each case less any applicable withholding amounts. (f) Parent shall deposit cash in the aggregate amount of the Management Bonuses payable to Company executives with the Company, which Management Bonuses Parent and the Company shall cause to be paid at Closing, through the payroll system of the Company, with respect to amounts payable to such executives, in each case less any applicable withholding amounts. (g) Notwithstanding anything to the contrary expressed or implied in this Agreement, in the event that there is a Closing Cash Shortfall, (i) the Closing Cash Amount shall be applied in the following order of priority: (A) first, to fund the Reorg Escrowed Cash and (B) second, to fund the Adjustment Escrowed Cash; and (ii) the number of Escrowed Shares shall be increased (and the Closing Share Consideration shall be reduced) by an aggregate number of Subordinate Shares with an aggregate Share Value equal to the Closing Cash Shortfall, which additional Escrowed Shares shall be allocated to the Post-Closing Reorg or the Net Adjustment, as applicable, and held in escrow as provided in this Agreement and the Escrow Agreement as if such additional Escrowed Shares were Reorg Escrowed Cash or Adjustment Escrowed Cash. In the event that this Section 3.4(g) is applied to adjust the amount of Escrowed Cash and the number of Escrowed Shares, the applicable provisions of this Agreement (including the applicable definitions, escrow deposit provisions and escrow release provisions) shall be read as so adjusted to apply mutatis mutandis.

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 a mutually agreeable 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 Escrow Shares and the General Indemnity Escrow Shares, all of which . The Adjustment Escrow Shares shall be held in a segregated account for the return to Parent with respect to any post-closing adjustment to the Estimated Closing Merger Consideration in Parent’s favor pursuant to Section 3.6 and distributed as follows: (i) shall be disbursed in accordance with this Agreement and the Escrow Agreement. 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 Escrow Shares and 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 Indemnity Escrow Shares shall be held pursuant to the terms of the Escrow Agreement, which shall provide, among other things, that (Ai) the fees of the Escrow Agent shall be split equally between the Company and the Participating Securityholders, (ii) while held in escrow, the Participating Securityholders shall be entitled to exercise their voting rights with respect to such Escrowed Adjustment Escrow Shares and Indemnity Escrow Shares, (Biii) upon the declaration of any dividends on the Escrowed Adjustment Escrow Shares and Indemnity Escrow Shares, such dividends shall be distributed belong to the Participating SecurityholdersSecurityholder, and (Civ) all disbursements of the General Indemnity Escrow Shares under the Escrow Agreement shall be made pursuant to joint written directions executed by the Parent and the Seller Representative. (b) Parent The Company, on behalf of the Participating Securityholders, 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 The Company shall pay pay, or cause the applicable Acquired Company to pay, the amount of the estimated Company Transaction Expenses and the Company Reorg Expenses, in each case, that have been incurred but not paid prior to the Effective Time payable 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 to pay, copies of which will be delivered to Parent by the Company at least three (3) Business Days prior to the Closing. (d) Parent The Company shall pay pay, or cause the applicable Acquired Company to pay, all amounts necessary to discharge fully on behalf of the Company or such Acquired Company the then-outstanding balance of the Closing Indebtedness as set forth in the Payment Schedule Company Closing Statement and as directed by the Payoff Letters, copies of which will be provided by the Company to Parent at least three (3) Business Days prior to the Closing Date. (e) Parent The Company shall deposit deposit, or cause the applicable Acquired Company to deposit, cash in the aggregate amount of the Company Closing Bonuses payable to Company Associates with the applicable Acquired Company, which Company Closing Bonuses Parent and the Company shall cause to be paid at Closing paid (i) through the payroll system of the applicable Acquired Company, with respect to amounts payable to Company Associates in their capacity as employees employees, on the first normal payroll date of the applicable Acquired Company following such deposit (and in any event within three (3) Business Days following such deposit) and (ii) through the applicable Acquired Company’s accounts payable with respect to amounts payable to Company Associates other than in their capacity as employees, in each case less any applicable withholding amounts. (f) Parent shall deposit cash in the aggregate amount of the Management Bonuses payable to Company executives with the Company, which Management Bonuses Parent and the Company shall cause to be paid at Closing, through the payroll system of the Company, with respect to amounts payable to such executives, in each case less any applicable withholding amounts. (g) Notwithstanding anything to the contrary expressed or implied in this Agreement, in the event that there is a Closing Cash Shortfall, (i) the Closing Cash Amount shall be applied in the following order of priority: (A) first, to fund the Reorg Escrowed Cash and (B) second, to fund the Adjustment Escrowed Cash; and (ii) the number of Escrowed Shares shall be increased (and the Closing Share Consideration shall be reduced) by an aggregate number of Subordinate Shares with an aggregate Share Value equal to the Closing Cash Shortfall, which additional Escrowed Shares shall be allocated to the Post-Closing Reorg or the Net Adjustment, as applicable, and held in escrow as provided in this Agreement and the Escrow Agreement as if such additional Escrowed Shares were Reorg Escrowed Cash or Adjustment Escrowed Cash. In the event that this Section 3.4(g) is applied to adjust the amount of Escrowed Cash and the number of Escrowed Shares, the applicable provisions of this Agreement (including the applicable definitions, escrow deposit provisions and escrow release provisions) shall be read as so adjusted to apply mutatis mutandis.