Closing Payment Amount Escrow Sample Clauses

Closing Payment Amount Escrow. (a) Subject to adjustment pursuant to Section 2.4, at the Closing, Buyer shall (i) pay to Sellers the Closing Payment Amount by wire transfer of immediately available funds in the percentages and to the accounts set forth on Schedule 2.3 (such percentages, the “Purchase Consideration Percentages”) and (ii) pay by wire transfer of immediately available funds to the accounts designated by Sellers no later than three Business Days prior to the Closing, the Estimated Company Transaction Expenses. (b) Simultaneously with the Closing, Sellers and Buyer shall enter into the Escrow Agreement with Escrow Agent and pursuant to the terms of the Escrow Agreement, Buyer shall deposit or cause to be deposited an amount of cash equal to the Indemnity Escrow Amount with the Escrow Agent, and such funds plus all income accrued thereon shall be maintained by the Escrow Agent to secure Sellers’ obligations under Article XII and shall be administered and payable in accordance with the Escrow Agreement (the “Indemnity Escrow Account”). The Escrow Agreement will direct the Escrow Agent to invest and reinvest the Indemnity Escrow Account in TMF. Except for tax distributions to Buyer with respect to the funds held in the Indemnity Escrow Account, as set forth in the Escrow Agreement, any interest or returns on the Indemnity Escrow Amount shall be paid to Sellers in accordance with, and on the dates set forth in, Section 12.5(h) and (i), by wire transfer of immediately available funds in the Purchase Consideration Percentages and to the accounts set forth on Schedule 2.3. Notwithstanding anything to the contrary in this Agreement, the Indemnity Escrow Amount and interest or returns thereon shall not be included as revenue of WCM or WCP in calculating Combined Revenue or any Revenue Run-Rate. (c) If (i) the Consent Adjustment Amount applied to calculation of the Closing Payment Amount is greater than zero, and (ii) any Sponsored Fund that is a party to an Interim Advisory Contract as of the Closing Date is deemed to be a Non-Consenting Client as of the Closing Date for purposes of calculating the Consent Adjustment Amount but subsequently satisfies the Sponsored Fund Conditions before the termination of the applicable Interim Advisory Contract (each such fund, a “Post-Closing Stockholder Approval Fund”), then within five Business Days after the date on which all the Post-Closing Stockholder Approval Funds have satisfied the Sponsored Fund Conditions (or on the date that is 150 days...
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Closing Payment Amount Escrow. 22 2.4 Adjustments to the Closing Payment Amount............................................................. 23
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Closing Payment Amount Escrow 
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Related to Closing Payment Amount Escrow

  • 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”).