Closing Date Payment Clause Samples

Closing Date Payment. (a) On the Closing Date, Purchaser shall, or shall cause one of its Affiliates to, pay to Seller (for its own account and as agent for any other Seller Party unless otherwise provided in any Local Asset Transfer Agreement) an amount equal to (i) $20,000,000, and (ii) plus or minus, as applicable, the difference between the Estimated Inventory (as defined in Section 3.2(b)) at the opening of business on the Closing Date (without giving effect to the Closing) and the Base Inventory. Such amount provided for in the immediately preceding sentence shall be payable in United States dollars in immediately available federal funds to such bank account or accounts as shall be designated in writing by Seller no later than the second Business Day prior to the Closing. (b) For purposes of this Agreement, “Estimated Inventory” shall be an amount based on Seller’s estimate of projected Final Inventory (as defined in Section 3.2(c)) as of the opening of business on the Closing Date prepared on a basis consistent with past accounting practice of the Business in connection with Seller’s regular audited financial statements, as estimated in good faith by Seller and set forth in a certificate delivered by Seller to Purchaser, together with reasonable supporting documentation for the calculation thereof, not less than five (5) Business Days prior to the Closing Date, it being agreed that at the time of the delivery of such certificate and continuing thereafter Seller shall provide a reasonable opportunity for Purchaser to review such supporting documentation and discuss it in good faith with responsible representatives of Seller. (c) Purchaser and Seller agree that to the extent that the Final Inventory exceeds the Estimated Inventory, Purchaser shall pay to Seller (on behalf of itself and as agent for any other Seller Party) such excess (the “Inventory Excess Amount”), and to the extent that the Final Inventory is less than the Estimated Inventory , Seller (on behalf of itself and as agent for any other Seller Party) shall pay to Purchaser such shortfall (the “Inventory Deficiency Amount”), in each case pursuant to the terms of this Section 3.2. For purposes of this Agreement, “Final Inventory” shall mean Inventory as of the opening of business on the Closing Date prepared on a basis consistent with past accounting practice of the Business as determined pursuant to this Section 3.2. As used herein, “Inventory” means all inventory of the Business as calculated and prepared in ...

Closing Date Payment. The term “Closing Date Payment” shall have the meaning ascribed to it in Section 3.

Closing Date Payment. On the Closing Date, Buyer shall pay to Seller, in immediately available funds by wire transfer to an account designated by Seller, (i) an amount equal to the Purchase Price, minus a credit for Seller’s estimated share of any Real and Personal Property Taxes payable in accordance with Section 11.2 and (ii) plus the amount then due as consideration for the Purchased Inventories in accordance with the Purchased Inventories Sale Agreement (the “Closing Date Payment”).

Closing Date Payment. At the Closing, Buyer shall pay to Sellers and the Receiver in accordance with the Allocation Schedule(s) in cash by wire transfer of immediately available funds an amount equal to the Cash Consideration, less the amount of the Deposit (such amount to be paid to Sellers at the Closing, the “Closing Date Payment”).

Closing Date Payment. The Closing Date Payment as provided in Section 3.1.

Closing Date Payment. At the Time of Closing, the Purchaser shall: (a) pay as a non-interest bearing advance to the Company an amount equal to the aggregate of all Debt payable to the Payoff Creditors by the Company as set out in the respective Payoff Letters, and the Company shall use or cause to be used the proceeds from such advance to repay all Debt payable to the Payoff Creditors in accordance with the Payoff Letters or as otherwise directed by the Payoff Creditors; (b) pay as a non-interest bearing advance to the Company an amount equal to the aggregate of all Transaction Expenses, and the Company shall use or cause to be used the proceeds from such advance to pay all Transaction Expenses to each Person entitled thereto; (c) pay as a non-interest bearing advance to the Company an amount equal to the Aggregate Capital Lease Buy-Out Amount and the Company shall use or cause to be used the proceeds from such advance to pay the applicable lessors entitled to such amounts in accordance with the Capital Lease Payoff Letters; (d) pay the Escrow Amounts to the Escrow Agent by wire transfer of immediately available funds to an account designated by the Escrow Agent to the Purchaser in writing; (e) pay an amount (the “Closing Date Cash Payment”) equal to the Estimated Purchase Price, less the Escrow Amounts, less $$6,805,538.19, to the Sellers in accordance with the Payment Allocation Schedule, by wire transfer of immediately available funds to accounts designated by the Sellers’ Representatives to the Purchaser prior to the date hereof; and (f) cause the issuance of the Exchangeable Shares by the Purchaser to the Rollover Holders as set forth in the Payment Allocation Schedule (the “Closing Date Share Consideration”).

Closing Date Payment. Purchaser shall pay the Adjusted Purchase Price and any other required amounts, if any, by wire transfer of immediately available funds to the accounts designated by Sellers in an aggregate amount determined in accordance with the following formula: (i) the Initial Purchase Price plus, (ii) the Qualified Accounts Receivable minus, (iii) the Threshold Qualified Accounts Receivable minus, (iv) the DIP Loan Obligations (as such term is defined in the DIP Loan Agreement (as defined below)) minus, (v) the Adjusted Inventory Difference minus, (vi) the Basket Cure Amount plus, (vii) the amount, if any, that the aggregate Cure Amounts is less than the Basket Cure Amount (the “Adjusted Purchase Price”).

Closing Date Payment. Buyer shall have delivered the Closing Date Payments in accordance with Section 2.3.

Closing Date Payment. If the Purchase Price, calculated by Seller as set forth above but based upon the relevant values as of the close of business on the second business day prior to the Closing Date (the “Measurement Date”), is a positive number, then on the Closing Date Buyer shall transfer to Seller, by wire transfer in immediately available funds to an account designated by Seller, an amount which Seller estimates to be the amount of the Purchase Price. If the Purchase Price, calculated by Seller as set forth above but based upon the relevant values as of the close of business on the Measurement Date, is a negative number, then on the Closing Date Seller shall transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, an amount which Seller estimates to be the amount of the Purchase Price (the Purchase Price so transferred by Buyer or Seller, as the case may be, is referred to herein as the “Estimated Purchase Price”); provided, however, that with respect to Seller’s calculation of the Estimated Purchase Price as of the Measurement Date, only those Preclosing Loans made at least 15 days or more prior to the Closing Date are required to be included therein; provided, further, for avoidance of doubt, all Preclosing Loans transferred to Buyer at the Closing and not included in Seller’s calculation of the Estimated Purchase Price as of the Measurement Date (because such Loans were entered into between 15 days prior to the Closing Date and the Closing Date), will be included in Buyer’s calculation of the Preliminary Statement. The Estimated Purchase Price amount shall be set forth in a certificate executed by Seller setting forth in reasonable detail Seller’s calculation and delivered to Buyer by 5:00 pm Chicago time on the Measurement Date, which amount and calculation shall be reasonably acceptable to Buyer.