Closing Date Payments Sample Clauses
Closing Date Payments. No later than three Business Days prior to the Closing, Seller shall deliver to Buyer a closing statement setting forth an item by item calculation of the Estimated Purchase Price in the form of the Example Statement (the “Closing Statement”). At the Closing, Buyer shall pay, or shall cause the Company to pay, in cash by wire transfer of immediately available funds, the following:
(i) $50,000,000 of cash (such amount, the “Adjustment Escrow Amount”) shall be deposited into an escrow account (the “Adjustment Escrow Account”), which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement shall be (x) entered into on the Closing Date by and among Seller, the Company, Buyer and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association (the “Escrow Agent”) as security for Seller’s obligations pursuant to Section 2.4(c) and (y) substantially in the form of Exhibit B attached hereto;
(ii) on behalf of Seller and the Group Companies, (x) the portion of the Closing Date Indebtedness that is Funded Indebtedness and (y) the Seller Expenses that are included in the Estimated Purchase Price, each as set forth on the Closing Statement and in accordance with the Debt Payoff Letters, invoices or other documents evidencing such amounts delivered to Buyer at least one Business Day prior to the Closing Date; and
(iii) to Seller, an amount equal to (A) the Estimated Purchase Price, minus (B) the Adjustment Escrow Amount.
Closing Date Payments. The Borrower and the Lenders shall have made such payments among themselves on the Closing Date as directed by the Administrative Agent with the result that, after giving effect thereto, the outstanding Revolving Credit Loans if any, shall be held by the Lenders pro rata in accordance with their respective Commitments. The Borrower shall have paid to the Administrative Agent, for the account of the respective lenders under the Existing Credit Agreement, all unpaid fees and other amounts accrued under the Existing Credit Agreement to the Closing Date.
Closing Date Payments. (a) At least two (2) Business Days prior to the Closing, the Active Equityholders shall cause the Companies’ independent auditor to prepare and deliver to Purchaser (i) Schedule 1.2(a), of which the total amount reflected thereon shall not exceed $** without the written consent of the Purchaser, and which shall be certified by a duly authorized officer of each Company as the total Indebtedness for Borrowed Money as of the Closing Date (net of any Reserve and Available Funds Account Cash with respect thereto) (the ** Confidential terms omitted and provided separately to the Securities and Exchange Commission. “Closing Date Indebtedness Schedule”), and (ii) a good faith estimate of the Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”), which shall not exceed $** without the written consent of the Purchaser and which shall be certified by a duly authorized officer of each Company as each Company’s good faith estimation of the Net Working Capital as of the Closing Date. The Seller Parties shall promptly provide Purchaser access to all relevant documents and information reasonably requested by Purchaser in connection with its review of the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including all components thereof). Prior to the Closing Date, Purchaser shall notify the Seller Parties’ Representative of any objections to the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including any components thereof). If Purchaser has any such objections, the Seller Parties’ Representative and Purchaser shall attempt in good faith to resolve any such objections, and the obligation of Purchaser to consummate the transactions contemplated hereby will be subject to Purchaser’s agreement to the Companies’ determination and calculation of the Estimated Net Working Capital and the Closing Date Indebtedness Schedule (including all components thereof).
(b) In the event that the total Indebtedness for Borrowed Money as of the Closing Date (net of any Reserve and Available Funds Account Cash with respect thereto) exceeds $** , Purchaser may, at Purchaser’s sole discretion, satisfy such excess Indebtedness for Borrowed Money from the Transaction Consideration, elect to reduce the Additional Consideration Amount in an amount equal to such excess Indebtedness for Borrowed Money, and consummate the Closing (subject to the other terms and conditions contained herein).
(c) On the Closing Date, to satisf...
Closing Date Payments. At the Closing, (a) Buyer shall pay to Sellers cash by wire transfer of immediately available funds in an amount equal to (i) the Cash Consideration minus (ii) the Deposit minus (iii) the GoB Escrow Amount minus (iv) the IP Escrow Amount and (b) Sellers shall direct the Deposit Escrow Agent to indefeasibly transfer the Deposit to an account designated by Sellers.
Closing Date Payments. All payments to be made to Seller on the Closing Date shall be made by wire transfer of immediately available funds in New York City to an account specified by Seller.
Closing Date Payments. The Closing Purchase Price shall be an amount equal to the Purchase Price adjusted as follows (and reflected in the Preliminary Settlement Statement and the Final Settlement Statement in accordance with Sections 6.5 and 6.6):
2.3.1 decreased by the amount of the Performance Deposit paid by Buyer to Seller;
2.3.2 increased by the amount provided for under Section 6.1;
2.3.3 increased or decreased, as appropriate, by the amount provided for under Section 6.2;
2.3.4 increased or decreased, as appropriate, by the amount provided for under Section 6.3;
2.3.5 increased or decreased, as appropriate, by the amount provided for under Section 6.4;
2.3.6 decreased, as appropriate, by any adjustments made for Properties excluded pursuant to Article 3;
2.3.7 to the extent determined prior to the Closing, decreased by the agreed or arbitrated adjustment, if any, to which Buyer is entitled for Alleged Adverse Conditions pursuant to Section 5.2 and decreased or increased, as appropriate, by any adjustments made for Properties excluded pursuant to Section 5.2;
2.3.8 to the extent determined prior to the Closing, decreased by the agreed or arbitrated adjustment, if any, to which Buyer is entitled for Casualty Loss pursuant to Article 7;
2.3.9 increased or decreased, as appropriate, by the amount of the payment for Imbalances pursuant to Section 12.7; and
2.3.10 increased or decreased, as the case may be, by any other amount mutually agreed to by the Parties in writing. The Purchase Price, as so adjusted, shall be the “Adjusted Purchase Price.”
Closing Date Payments. At or prior to the Closing, subject to any adjustments agreed by the Parties and the parties to the Transaction Agreement:
(a) LAC shall pay to NHC by wire transfer of immediately available funds to an account designated by NHC the amount contemplated by the LAC-NHC Investment.
(b) GFL shall pay to NHC by wire transfer of immediately available funds to an account designated by NHC the amount contemplated by the GFL-NHC Investment.
(c) GFL shall pay to GHC by wire transfer of immediately available funds to an account designated by GHC the amount contemplated by the GFL-GHC Investment.
(d) LAC and GFL shall, and LAC shall cause 226 to, cause the Company to repay to LAC, by wire transfer of immediately available funds to an account designated by LAC, all outstanding amounts owing under the LAC Capital Contribution Loans and the Company-LAC Indebtedness (including any accrued and payable interest thereon). The Parties acknowledge and agree that the foregoing payments may be satisfied by way of direction, if determined to be advisable pursuant to one or more agreed direction agreements.
Closing Date Payments. As soon as reasonably practicable (but in no event later than one (1) Business Day) after the Closing, Acquirer shall make, or cause to be made, the following payments in cash by wire transfer of immediately available funds:
(i) to Continental Stock Transfer & Trust Company or other bank or trust company as Acquirer may choose in its discretion (the “Paying Agent”), the sum of (A) the Closing Stock Consideration for further distribution to the Company Stockholders pursuant to Section 1.4(c) and (B) the Closing Warrant Consideration for further distribution to the Company Warrantholders pursuant to Section 1.4(c); and
(ii) to the Surviving Corporation (as directed by the Company in the Spreadsheet), the aggregate Closing Option Consideration for further payment to the Company Optionholders that held In the Money Options immediately prior to the Effective Time.
Closing Date Payments. Agent shall have received evidence satisfactory to it that the Closing Date Payments have been paid in full;
Closing Date Payments. On the Closing Date, the Sellers’ Representative shall distribute the Closing Cash Payment in accordance with the below:
(a) The Sellers’ Representative shall distribute the applicable portion of the sum (the “Closing Cash Consideration”) of the Closing Cash Payment, plus the Blocker Cash Consideration, minus the Transaction Expenses, minus the Seller Reserve Amount to each Seller, by wire transfer of immediately available United States funds to one or more bank accounts designated by each such Seller, in accordance with the methodology set forth on Exhibit C, in each case, upon receipt of such Seller’s (other than IVP Cayman’s) completed and executed Surrender Forms.
(b) The Sellers’ Representative shall pay each Person owed any portion of the Transaction Expenses, by wire transfer of immediately available United States funds to one or more bank accounts designated by each such Person, the respective amount of the Transaction Expenses owed to such Person.
(c) The Sellers’ Representative shall deposit the Seller Reserve Amount in a segregated escrow account controlled by the Sellers’ Representative.