Closing and Closing Payments Sample Clauses

The "Closing and Closing Payments" clause defines the procedures and requirements for finalizing a transaction and transferring the agreed-upon payments between parties. It typically outlines the specific date and location for the closing, details the method and timing of payment delivery, and may specify any conditions that must be met before funds are exchanged. This clause ensures that both parties understand their obligations at the closing stage, thereby facilitating a smooth transfer of assets and reducing the risk of disputes over payment or completion of the transaction.
Closing and Closing Payments. (a) Subject to any earlier termination of this Agreement pursuant to and with the effect set forth in Article IX, the closing of the Transactions, including the Merger (the “Closing”), shall take place remotely by the electronic exchange of documents and signatures at 9:00:00 a.m. (Eastern Time), (i) two (2) Business Days following the satisfaction or waiver of the conditions to the Closing set forth in Article IX (other than those conditions that by their terms are to be satisfied at the Closing but subject to the satisfaction or waiver of those conditions at such time), or (ii) on any other date, or at any other time or place, that may be mutually agreed upon by the Company and Purchaser. The date on which the Closing occurs in accordance with the preceding sentence is referred to in this Agreement as the “Closing Date.” Unless expressly set forth herein, all proceedings to be taken and all documents to be executed and delivered by all Parties at the Closing shall be deemed to have been taken and executed simultaneously and no proceedings shall be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered. (b) At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Purchaser (i) an estimated consolidated balance sheet of the Target Companies as of immediately prior to the Closing, prepared in good faith and in accordance with this Agreement and the Accounting Principles, (ii) a reasonably detailed statement (the “Pre-Closing Statement”) setting forth (A) the Estimated Closing Cash, (B) the Estimated Closing Indebtedness, (C) the Estimated Transaction Expenses, (D) the Estimated Working Capital, as well as the resulting Estimated Working Capital Excess (if any) or Estimated Working Capital Shortfall (if any), as the case may be, and (E) the resulting calculation of the Merger Consideration (the “Estimated Merger Consideration”), which shall be prepared in accordance with this Agreement and the Accounting Principles and (iii) a spreadsheet setting forth with respect to each Equityholder such Equityholder’s name, Units, Pro Rata Share, and the allocation to such Equityholder of the Closing Payment and the methodology for calculating such Equityholder’s share of Future Distribution Amounts, in each case substantially in the format as set forth on Exhibit C hereto (the “Merger Consideration Schedule”). The Company shall consider in good faith any comments or objec...
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Closing and Closing Payments. 7 2.1The Closing................................................................................................................. 7 2.2Payment of Consideration........................................................................................... 10 2.3Intentionally Omitted .................................................................................................. 10 2.4Allocation of Consideration ........................................................................................ 10 2.5Transfer Taxes ............................................................................................................ 10 2.6Withholding Taxes...................................................................................................... 10
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Closing and Closing Payments. ​ ​ ​ ​ 2.1 ​ ​ The Closing ​ ​ 10 2.2 ​ ​ Closing Conditions ​ ​ 10 2.3 ​ ​ Payment of Total Closing Consideration ​ ​ 13 2.4 ​ ​ Payment of Post-Closing Adjustment to Total Closing Consideration ​ ​ 16 2.5 ​ ​ Withholding Taxes ​ ​ 17 2.6 ​ ​ Reliance ​ ​ 17 ​ ​ ​ ​ ​ ​ ​ ​ 3.1 ​ ​ Organization and Good Standing ​ ​ 18 3.2 ​ ​ Authority and Enforceability ​ ​ 18 3.3 ​ ​ Governmental Approvals ​ ​ 19 3.4 ​ ​ Conflicts ​ ​ 19 3.5 ​ ​ Company Capital Structure ​ ​ 19 3.6 ​ ​ Company Subsidiaries ​ ​ 21 3.7 ​ ​ Company Financial Statements; Internal Financial Controls ​ ​ 22 3.8 ​ ​ No Undisclosed Liabilities ​ ​ 22 3.9 ​ ​ No Changes ​ ​ 23 3.10 ​ ​ Tax Matters ​ ​ 23 3.11 ​ ​ Real Property ​ ​ 25 3.12 ​ ​ Tangible Property ​ ​ 26 3.13 ​ ​ Intellectual Property ​ ​ 26 3.14 ​ ​ Material Contracts ​ ​ 31 3.15 ​ ​ Employee Benefit Plans ​ ​ 33 3.16 ​ ​ Employment Matters ​ ​ 35 3.17 ​ ​ Governmental Authorizations ​ ​ 37 3.18 ​ ​ Litigation ​ ​ 37 3.19 ​ ​ Insurance ​ ​ 37 3.20 ​ ​ Compliance with Laws ​ ​ 37 3.21 ​ ​ Top Customers and Suppliers ​ ​ 38 3.22 ​ ​ Interested Party Transactions ​ ​ 39 3.23 ​ ​ Books and Records ​ ​ 39 3.24 ​ ​ Brokers ​ ​ 39 3.25 ​ ​ Banking Relationships ​ ​ 39 3.26 ​ ​ Information Statement ​ ​ 39 3.27 ​ ​ No Other Representations ​ ​ 40 ​ ​ ​ ​ ​ ​ ​ ​ Page ​ ​ ​ ​ 4.1 ​ ​ Organization and Standing ​ ​ 40 4.2 ​ ​ Authority and Enforceability ​ ​ 40 4.3 ​ ​ Governmental Approvals ​ ​ 40 4.4 ​ ​ Non-Reliance ​ ​ 40 4.5 ​ ​ Solvency ​ ​ 41 4.6 ​ ​ No Prior Activities of Merger Sub ​ ​ 41 4.7 ​ ​ Financing ​ ​ 41 4.8 ​ ​ Brokers ​ ​ 41 ​ ​ ​ ​ ​ ​ ​ ​ 5.1 ​ ​ Conduct of Company Business ​ ​ 41 5.2 ​ ​ Restrictions on Company Activities ​ ​ 42 ​ ​ ​ ​ ​ ​ ​ ​ 6.1 ​ ​ Termination of Discussions ​ ​ 44 6.2 ​ ​ No Solicitation ​ ​ 45 6.3 ​ ​ Notice of Alternative Transaction Proposals ​ ​ 45 6.4 ​ ​ Specific Performance ​ ​ 45 ​ ​ ​ ​ ​ ​ ​ ​ 7.1 ​ ​ Shareholder Approvals ​ ​ 45 7.2 ​ ​ Governmental Approvals ​ ​ 46 7.3 ​ ​ Third-Party Contracts ​ ​ 47 7.4 ​ ​ Reasonable Best Efforts to Close ​ ​ 47 7.5 ​ ​ Employee Matters ​ ​ 48 7.6 ​ ​ Tax Matters ​ ​ 49 7.7 ​ ​ Certain Taxes and Fees ​ ​ 51 7.8 ​ ​ Payoff Letters and Release of Liens ​ ​ 51 7.9 ​ ​ Third-Party Expenses ​ ​ 51 7.10 ​ ​ Preparation of Financial Statements ​ ​ 52 7.11 ​ ​ Access to Information ​ ​ 52 7.12 ​ ​ Notification of Certain Matters ​ ​ 53 7.13 ​ ​ Director and Officer Insurance and Indemnification ​ ​ 53 7.14 ​ ​ Financing Cooperation ​ ​ 54 7.15 ​ ​ Trade Co...
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Closing and Closing Payments. (a) The transactions contemplated by this Agreement shall be consummated (the “Closing”) at 9:00 a.m., local time, on a date specified by the parties, which date shall be no later than two (2) Business Days after satisfaction or waiver of the conditions set forth in Article IX (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), at the offices of R▇▇▇ ▇▇▇▇▇ LLP, 1▇ ▇. ▇▇▇▇▇▇ Drive, 40th Floor, Chicago, Illinois 60606. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) Two (2) Business Days prior to the Closing, the Seller Representative shall prepare and deliver to Purchaser a written certificate (the “Closing Estimate Statement”) setting forth the Seller Representative’s good faith estimate of the Aggregate Consideration (including the components of each of the elements thereof) as of the close of business on the Closing Date (the “Closing Estimate Payment”) based upon the most recent ascertainable financial information of the Target Companies and prepared by the Seller Representative in accordance with GAAP and the accounting principles and procedures set forth on Section 2.5 of the Disclosure Letter (the “Working Capital Methodology”). The Seller Representative shall provide to Purchaser and its representatives any information and back-up materials (including bank account information) reasonably requested by Purchaser with respect to the Closing Estimate Statement. The final Aggregate Consideration shall be determined, and any necessary adjustment payments shall be made, following the Closing in accordance with the provisions of Sections 2.4, 2.5 and 2.6. (c) Subject to the delivery of the items set forth in Section 2.7(b), at the Closing, Purchaser shall make the following payments indicated below: (i) amounts sufficient to pay in full all of the Closing Indebtedness in accordance with the terms and conditions of the Payoff Letters provided to the parties hereto on or prior to the Closing by the lenders of such Closing Indebtedness; (ii) an amount sufficient to pay in full the Closing Incentive Amount, which shall be paid by wire transfer of immediately available funds to the Company to a bank account designated by the Company by written notice to Purchaser at least two (2) Business Days before the Closing Date or otherwise paid as contemplated by the definition of Closing Incentive Amount;...
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Closing and Closing Payments. 4 2.1 The Closing 4 2.2 Payment of Closing Consideration. 4 2.3 Closing Deliverables 5 2.4 Withholding 7 2.5 Tax Consequences 7 Article III REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY 7 3.1 Organization, Good Standing, Power and No Subsidiaries. 8 3.2 Authority and Enforceability. 8 3.3 Restrictions on Business Activities 9 3.4 Compliance with Laws; Governmental Permits. 9 3.5 Company Capital Structure. 10 3.6 Company Financial Statements; No Undisclosed Liabilities; Absence of Changes 10 3.7 Tax Matters 14 3.8 Title to, Condition and Sufficiency of Assets. 17 3.9 Intellectual Property 17 3.10 Material Contracts. 26
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Closing and Closing Payments. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of K▇▇▇▇▇ M▇▇▇▇▇▇▇ PC in Salt Lake City, Utah at 2:00 p.m. Eastern Time, or such other place, or by remote communication, as agreed to by the parties, on the date hereof (the “Closing Date”). The foregoing notwithstanding, the parties hereby agree that it is their mutual intent that, for the limited purposes of calculating Cash and Net Working Capital and otherwise determining which party enjoys the economic benefits and bears the economic burdens associated with ownership of the Company, the Closing shall be deemed to have occurred at 12:01 a.m. on the Closing Date and that any reference to “Closing” in this Agreement or the Transaction Documents shall be interpreted in accordance with such intent. (b) For purposes of the Closing, Buyer shall pay to Seller an amount equal to $17,500,000.00 (the “Closing Estimate Payment”), representing the parties’ good faith estimate of the Purchase Price. Buyer and Seller acknowledge and agree that at Closing, the Company or the Subsidiary will hold the Indebtedness with the third parties and in the amounts set forth on Schedule 1.3(b) (the “Continuing Indebtedness”). The final Purchase Price shall be determined, and any necessary adjustment payments shall be made, following the Closing in accordance with the provisions of Sections 1.4 through 1.6. Buyer shall pay the Closing Estimate Payment as follows: (i) Buyer shall pay to Seller (or shall cause payments to be made on behalf of the Company or the Subsidiary, as set forth below) an aggregate cash amount equal to $15,000,000 (the “Closing Cash Payment”), as set forth in Section 1.3(c); and (ii) Buyer shall execute and deliver to Seller an unsecured subordinated promissory note in the original principal amount of $2,500,000.00, in the form attached hereto as Exhibit A (the “Purchase Price Note”). (c) At the Closing, Buyer shall pay the Closing Cash Payment as follows: (i) first, Buyer shall pay the amount of Seller Conversion Expenses set forth in Section 1.2(b) in cash by wire transfer of immediately available funds in the amounts and to the accounts specified with respect to each such creditor, which instructions Seller shall cause to be provided to Buyer prior to the Closing Date; (ii) second, Buyer shall pay the Seller Transaction Expenses in cash by wire transfer of immediately available funds in the amounts and to the accounts specified with respect ...
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Closing and Closing Payments. 5 2.01 Closing ................................................................................................................................ 5 2.02
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Closing and Closing Payments. (a) The Transactions shall be consummated (the “Closing”) at 9:00 a.m., local time, at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, two Business Days following the satisfaction or waiver of the conditions to closing set forth in Article IX or on such other date, or at such other time or place, as shall be mutually agreed upon by the Sellers’ Representative and Purchaser. The date on which the Closing occurs in accordance with the preceding sentence is referred to in this Agreement as the “Closing Date.” (b) Subject to the delivery of the items set forth in Section 2.10(b), at the Closing, Purchaser shall deliver (i) the Closing Cash by wire transfer of immediately available funds to a bank account designated by the Paying Agent by written notice to Purchaser at least two Business Days before the Closing Date, for the purpose of effecting the exchange in accordance with Section 2.8 of cash for Company Stock Certificates that, immediately prior to the Effective Time, represented Shares entitled to payment pursuant to Section 2.2; and (ii) the Seller Representative Expense Fund by wire transfer of immediately available funds to a bank account designated by the Sellers’ Representative by written notice to Purchaser at least two Business Days before the Closing Date. (c) Subject to the delivery of the items set forth in Section 2.10(b), at the Closing Purchaser shall deliver the Merger Consideration Shares less the Escrow Shares and less the Merger Consideration Shares into which the Dissenting Shares would otherwise have converted to the Paying Agent for delivery to the Company Stockholders who duly complete and sign a Letter of Transmittal and deliver the same to the Paying Agent as provided in Section 2.8 hereof. (d) Purchaser shall deliver the Escrow Shares to the Paying Agent to be held in accordance with the terms of the Escrow Agreement. (e) Notwithstanding anything in this Agreement to the contrary, the Purchaser and the Surviving Corporation shall be entitled to deduct and withhold from the amounts otherwise payable to any Company Stockholder pursuant to this Agreement or any Letter of Transmittal any amounts owed by such Company Stockholder to the Company in respect of any loans or advances made by the Company to such Company Stockholder and any Taxes required to be withheld from such Company Stockholder in connection with such payments or in connection with the exercise of any Options by...
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Closing and Closing Payments 
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Related to Closing and Closing Payments

  • CLOSING AND CLOSING DATE 3.1 Subject to the terms and conditions set forth herein, the Closing Date shall be April 27, 2007, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

  • Closing Payments At the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”).

  • Closing Payment At the Closing, Buyer will pay or cause to be paid to Seller the Closing Payment Amount, by wire transfer of immediately available funds or by such other means as may be agreed upon by Seller and Buyer.

  • Closing and Closing Documents 7 4.1 Closing...................................................................................... 7 4.2 Seller's Deliveries.......................................................................... 7 4.3 Purchaser's Deliveries....................................................................... 8 4.4 Fees and Expenses; Closing Costs............................................................. 8 4.5 Adjustments.................................................................................. 8 ARTICLE V Miscellaneous......................................................................................... 9