Closing Payment Sample Clauses
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Closing Payment. At the Closing, Buyer shall have sufficient cash available lines of credit or other sources of immediately available funds to enable it to pay the Base Purchase Price and Prepayment Premium and promptly pay any other amounts to be paid by it pursuant to and in connection with this Agreement and the Debt Financing (collectively, the “Acquisition Amounts”). Without limiting the generality of the foregoing, a true and complete copy of the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute ...
Closing Payment. The balance of the Purchase Price, as adjusted by the application of the Escrow Deposit and by the prorations and credits specified herein, shall be paid in cash on the Closing Date (the amount to be paid under this subparagraph B being herein called the "Closing Payment").
Closing Payment. At the Closing, Buyer shall deliver to Seller by wire transfer to an account specified by Seller, in immediately available funds, an amount equal to the sum of $150,000 (the “Closing Payment”).
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 Payment. Purchaser shall have delivered the Closing Payment to Seller in the manner specified in Section 1.2.
Closing Payment. The Closing Payment provided for in Section 3.1;
Closing Payment. At the Closing, the Buyer shall pay the Share Exchange Consideration by means of wire transfer of immediately available funds as follows:
(a) to the Payment Agent (as defined in Section 2.3), the sum of Eighty-Six Million Dollars ($86,000,000) less the Company Financial Advisor Fee ( as defined in paragraph (d) below), less the Options Tax Withholding, and plus or minus the Estimated Net Book Value Adjustment (defined in Section 2.6(a)) (the "Closing Payment");
(b) to Firstar Bank Milwaukee, N.A. (the "Escrow Agent"), the sum of Two Million Dollars ($2,000,000) (the "Purchase Price Adjustment Escrow") to be held by the Escrow Agent in accordance with the terms of a Purchase Price Adjustment Escrow Agreement, substantially in the form of Exhibit C attached hereto (the "Purchase Price Adjustment Escrow Agreement"), which amount shall be applied to the payment of the Final Net Book Value Adjustment as provided in Section 2.6(g);
(c) to the Escrow Agent, the sum of Seven Million Dollars ($7,000,000) (the "Indemnity Escrow") to be held by the Escrow Agent in accordance with the terms of an Indemnity-Escrow Agreement, substantially in the form of Exhibit D hereto (the "Indemnity-Escrow Agreement"), which amount shall be used as a means of providing a limited fund from which the Buyer may recover for certain losses, as more fully provided therein; and
(d) to D▇▇▇▇▇▇▇▇▇ & Associates, Inc., the amount of its financial advisor fees and expenses due from the Company (the "Company Financial Advisor Fee"), as set forth in a statement that shall be delivered by the Company to the Buyer not later than three (3) days prior to the Closing Date, and which shall be signed by D▇▇▇▇▇▇▇▇▇ & Associates and shall certify that the amount to be paid as set forth thereon represents the entire amount that D▇▇▇▇▇▇▇▇▇ & Associates will look to the Company to pay in respect of its fees and expenses, and that, upon receipt of such amount, D▇▇▇▇▇▇▇▇▇ and Associates shall have no further claim against the Company or Buyer for the payment of any such fees or expenses and instead will look solely to the Payment Agent or the Liquidating Trust (as those terms are defined below) to pay on behalf of the Eligible Shareholders (out of the Payment Funds, as defined below) any additional such amounts that may be due it.
Closing Payment. The Purchase Price, as adjusted by the application of the Escrow Deposit and by the prorations and credits specified herein, shall be paid by wire transfer of immediately available federal funds through the Escrow as of the Closing (the amount to be paid under this Section being herein called the “Closing Payment”).
Closing Payment. On or before the Closing Date, Buyer shall deposit with the Escrow Holder to be held in Escrow the balance of the Purchase Price (the “Closing Payment”), as adjusted by (a) the prorations and adjustments provided for in this Agreement and (b) the Deposit made by Buyer to Existing Owner, which is to be credited against the Purchase Price, in immediately available funds by wire transfer made payable to Escrow Holder.
Closing Payment. Buyer shall pay to Seller the Closing Payment.