Closing Consideration Clause Samples
The Closing Consideration clause defines the total amount and form of payment that the buyer will provide to the seller at the closing of a transaction. This clause typically outlines whether the consideration will be paid in cash, stock, promissory notes, or a combination, and may specify any adjustments based on working capital or other financial metrics at closing. Its core function is to ensure both parties have a clear, mutual understanding of the financial terms at the point of closing, thereby reducing the risk of disputes over payment obligations.
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Closing Consideration. (a) The closing (the “Closing”) of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities shall be held at the offices of G▇▇▇▇▇, D▇▇▇ & C▇▇▇▇▇▇▇ LLP, 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 9:00 a.m. on July 31, 2006, or if the conditions to Closing set forth in Article III shall not have been satisfied or waived by such date, subject to Section 12.3, as soon as practicable after such conditions shall have been satisfied or waived. The date on which the Closing shall occur is hereinafter referred to as the “Closing Date.” The Closing will be deemed effective at 12:01 a.m. on the Closing Date (the “Effective Time”).
(b) The aggregate consideration for the Purchased Assets shall be One Hundred Fifteen Million Dollars ($115,000,000) (the “Purchase Price”), payable on the Closing Date by (i) wire transfer in immediately available funds to an account or accounts designated by Sellers in writing at least three (3) Business Days prior to the Closing Date in any bank in the continental U.S. or elsewhere or (ii) such means as to otherwise agreed to in writing by Buyer and Sellers, subject to adjustment pursuant to Section 2.6 together with the assumption of the Assumed Liabilities as provided in Section 2.3.
(c) At the Closing, Sellers shall use commercially reasonable efforts to deliver or cause to be delivered to Buyer (i) the B▇▇▇ of Sale and the Assignment and Assumption Agreement, in each case duly executed by each Seller which is party thereto, (ii) the Minority Shares, (iii) limited warranty deeds (or the equivalent thereof in any jurisdiction in which limited warranty deeds may not be used) in recordable form for the Acquired Property, together with all currently existing surveys and title insurance policies for the Acquired Property, (iv) the Ancillary Agreements, in each case duly executed by each Seller which is party thereto, (v) evidence that all consents, approvals, waivers, filings and notifications listed or referred to on Schedule 4.1(c) or as contemplated by Section 8.1 have been obtained and made and are in full force and effect; (vi) the certificates contemplated by Section 3.1(a), (vii) the Records and (vii) such other instruments of transfer and documents as Buyer may reasonably request. At the Closing, Buyer shall deliver to Sellers (i) the B▇▇▇ of Sale and the Assignment and Assumption Agreement, duly executed by Buyer, (ii) the Ancillary Agreements, in each case duly executed by Buyer, (iii)...
Closing Consideration. As consideration for the Purchased Assets, at the Closing, the Acquirer shall:
(a) deliver or cause to be delivered to EPI the sum of [***] plus the Estimated Closing Date Inventory Value set forth in the statement referred to in Section 4.08(a) (together, the “Closing Consideration”) by electronic funds transfer of immediately available funds to the account specified by EPI; and Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission.
(b) assume the Assumed Liabilities. The Closing Consideration shall be exclusive of any value added tax which, if urged, shall be payable by Acquirer.
Closing Consideration. (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”).
(b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements:
(i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account;
(ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), t...
Closing Consideration. Upon the second Business Day immediately following the Closing, MSB shall deliver to OTI a cash payment in immediately available funds in the amount of the Closing Consideration, payable to the account designated in writing by OTI no later than two (2) Business Days prior to the Closing Date. On the date that is six (6) months after the Closing Date (or if such date is not a Business Day, the immediately following Business Day), MSB shall deliver to OTI a cash payment in immediately available funds of $15,000,000, payable to the account designated in writing by OTI no later than two (2) Business Days prior to such date.
Closing Consideration. MSB shall pay to OTI the amounts set forth in paragraph (a) of Exhibit 3.1 as set forth therein.
Closing Consideration. (a) Subject to Section 2.3, as consideration for the sale of the Acquired Assets to Cypress, at the Closing, Cypress shall pay to Cellatope $2,000,000 in cash via wire transfer to an account designated by Cellatope in writing to Cypress not less than two business days prior to the Closing (the “Closing Consideration”).
(b) Cellatope shall bear and pay, and shall reimburse Cypress and Cypress’ Affiliates for, any sales, use, transfer or similar Taxes, or documentary charges, recording fees or similar charges, fees or expenses that may become payable in connection with (i) the sale of the Acquired Assets to Cypress pursuant to this Agreement and (ii) any of the other transactions contemplated by this Agreement or any of the Related Agreements to which Cellatope is a party ((i) and (ii) collectively, the “Transactions”), other than recording fees and similar costs (including attorneys and patent agent fees) related to filing the assignment of any Acquired Patents or Acquired Trademarks with the United States Patent and Trademark Office.
(c) The consideration referred to in Section 2 shall be allocated among the Acquired Assets in accordance with Exhibit H attached hereto. The allocation prescribed by such schedule shall be conclusive and binding upon Cypress and Cellatope for all purposes, and no party shall file any Tax Return or other document with, or make any statement or declaration to, any Governmental Body that is inconsistent with such allocation.
Closing Consideration. The total consideration for the --------------------- Purchased Assets shall consist of the following payments:
2.1.1 At the Closing, Buyer shall pay to Seller an amount equal to $13,255,000.00, as adjusted pursuant to this Section 2.1.1 (the "Initial Payment"). The Initial Payment shall be made by wire --------------- transfer to an account or accounts designated by Seller by written notice to Buyer given at least two (2) business days prior to the Closing Date. At least seven (7) business days prior to the Closing Date, Seller shall also deliver to Buyer a schedule (the "Net Book -------- Value Statement"), prepared by Seller in good faith, of the Net --------------- Book Value (as such term is hereinafter defined) as of the close of business at September 30, 2001. If the Net Book Value as of the close of business on September 30, 2001 as set forth in the Net Book Value Statement exceeds $7,154,710.00, the Closing Payment shall be increased by the amount by which the Net Book Value as set forth in the Net Book Value Statement exceeds $7,154,710.00. If the Net Book Value as of the close of business on September 30, 2001 as -------------- set forth in the Net Book Value Statement is less than $7,154,710.00, the Closing Payment shall be decreased by the amount by which the Net Book Value as set forth in the Net Book Value Statement is less than $7,154,710.00. As used herein, "Net Book Value" shall mean (i) the total assets of Seller as set forth in a balance sheet of Seller prepared in accordance with generally accepted accounting principles (including but not limited to cash, cash equivalents, accounts receivable, inventory, prepaid expenses, investments in affiliates, property and equipment (net of depreciation) and other tangible assets) minus (ii) booked goodwill ----- and other booked intangible assets minus (iii) the total ----- liabilities of Seller as set forth in a balance sheet of Seller prepared in accordance with generally accepted accounting principles (including but not limited to accounts payable, other accrued liabilities, and accrued taxes (other than federal and state income taxes)) minus (iv) booked but Excluded Assets plus (v) ----- ---- booked but Excluded Liabilities plus (vi) 34% of accrued vacation ---- pay.
Closing Consideration. At the Closing, BNP shall issue the number of Units determined pursuant to Section 2.1(a) herein having an aggregate value of Four Million Three Hundred Sixty Thousand Dollars ($4,360,000), subject to increase or decrease by the adjustments in Section 3.2 below, but less the following amounts:
(i) the amount of the Outstanding Company Debt Financing as of the Closing Date;
(ii) all accrued but unpaid interest under the Outstanding Company Debt Financing as of the Closing Date; and
(iii) any charges or fees associated with property transfer and documentary taxes and all other costs related to the transfer of the Property (including fees, charges and expenses associated with the assumption of the Outstanding Company Debt Financing, all of which shall be paid by the Contributing Parties and shall be a reduction in the Contribution Price.
Closing Consideration. For purposes of this Agreement, "Closing Consideration" means an amount equal to (i) $157,000,000 (the "Purchase Price"), plus (ii) Cash on Hand as of the Closing Date, minus (iii) Indebtedness as of the Closing Date, plus (iv) the amount, if any, by which the Estimated Net Working Capital exceeds the Net Working Capital Target, minus (v) the amount, if any, by which the Estimated Net Working Capital is less than the Net Working Capital Target and minus (vi) the unpaid Company Transaction Expenses as of the Closing Date.
Closing Consideration. At the Closing, as full and complete payment for the purchase of the Membership Interests at Closing, Purchaser shall pay the Closing Consideration, net of any withholding required under applicable law. The Purchase Price shall be paid by wire transfer of immediately available funds pursuant to written instructions delivered by the Seller to Purchaser at least two Business Days prior to the Closing.