Closing Payments Sample Clauses

Closing Payments. Parent will make (or cause to be made) the payments required to be made pursuant to Article 2.

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”).

Closing Payments. At the Closing, Buyer shall: (i) pay to the Seller Representative, on behalf of Sellers, the Cash Purchase Price in immediately available funds to the bank account set forth on Schedule 1.6(a)(i); (ii) cause Parent to issue to Sellers the Closing Equity Purchase Price (which shall be subject to adjustment pursuant to Section 1.6(b) and Section 1.10), it being understood and agreed that the Closing Equity Purchase Price shall be retained by Parent and shall be available to satisfy claims of Buyer pursuant to Section 1.7 and indemnification claims pursuant to Article 9, in each case in accordance with the terms set forth in this Agreement and the Parent LLC Agreement; provided, however, concurrently with the Closing, each Seller shall distribute, either directly or through one or more of its Affiliates, such Seller’s portion of the Closing Equity Purchase Price to the Seller Representative, as the ultimate owner of each Seller, and, for administrative convenience, each Seller, on behalf of itself and its Affiliates, hereby directs each of Buyer and Parent to issue the Closing Equity Purchase Price to which such Seller is entitled hereunder directly to the Seller Representative; and (iii) cause Parent to issue to Sellers the Nonforfeitable Equity Amount; provided, however, concurrently with the Closing, each Seller shall distribute, either directly or through one or more of its Affiliates, such Seller’s portion of the Nonforfeitable Equity Amount to the Seller Representative, as the ultimate owner of each Seller, and, for administrative convenience, each Seller, on behalf of itself and its Affiliates, hereby directs each of Buyer and Parent to issue the Nonforfeitable Equity Amount to which such Seller is entitled hereunder directly to the Seller Representative; (iv) repay, or cause to be repaid, on behalf of Sellers, the Payoff Amount in accordance with the instructions set forth in the Payoff Letter.

Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the...

Closing Payments. (i) At the Closing, Parent shall pay the Indebtedness Payoff Amount to ASSA ABLOY, AB in accordance with the Payoff Letter. (ii) Promptly after the Closing (but in no event later than December 31, 2009), Parent shall issue, in full satisfaction of the Company’s obligations under the Company’s Management Incentive Plan to issue shares thereunder, 88,652 shares of Parent Common Stock, subject to Parent’s receipt of a written representation and warranty from the Person entitled to receive such shares that he is an Accredited Investor. (iii) As soon as practicable following the Closing Date, Parent or its agent shall mail a letter of transmittal substantially in the form attached hereto as Exhibit F (the “Letter of Transmittal”) to each Company Stockholder at the address set forth opposite each such Company Stockholder’s name on the Spreadsheet. (iv) Upon surrender of a certificate representing their respective shares of Company Capital Stock (the “Company Stock Certificates”) for cancellation to Parent or its agent, together with the Letter of Transmittal and any other instruments that Parent or its agent may reasonably require (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Stock Certificate shall be entitled to receive from Parent or its agent in exchange therefor, the Merger Consideration, if any, into which the shares of Company Capital Stock represented by such Company Stock Certificate have been converted pursuant to Section 2.7, less the Pro Rata Portion of the Escrow Deposit attributable to such shares of Company Capital Stock, based upon such holder’s Pro Rata Portion of the Escrow Deposit contributed with the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a), if any. Upon the surrender of any such Company Stock Certificate, the Company Stock Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the Merger Consideration, if any, payable in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been converted pursuant to Section 2.7.

Closing Payments. At the Closing, the following deposits and payments shall be made: (i) Buyer or Merger Sub shall deposit or shall cause to be deposited in the Payment Fund, by wire transfer of immediately available funds, an amount equal to the Closing Date Net Stockholder Payment. (ii) Buyer or Merger Sub shall pay, or cause to be paid, by wire transfer of immediately available funds, to each of the lenders of the Other Indebtedness the Payoff Amount. (iii) Buyer or Merger Sub shall pay, or cause the Company, Intermediate LLC and TCI, as the case may be, to pay, by wire transfer of immediately available funds, to each Applicable Trustee such amount, as confirmed by such Applicable Trustee, necessary to satisfy and discharge the Indenture Indebtedness under such Indenture pursuant to the provisions of the relevant Indenture (collectively for all such Indentures, the "Indenture Satisfaction and Discharge Amount"). (iv) Buyer or Merger Sub shall deposit, or cause to be deposited with the Escrow Agent, pursuant to an escrow agreement to be executed at the Closing, substantially in the form annexed hereto as Exhibit C (the "Escrow Agreement"), the following amounts: (A) ten million dollars ($10,000,000) (such amount, as it may be adjusted in accordance with this Agreement and the Escrow Agreement, the "Indemnity Escrow Amount"), which shall be deposited in a separate interest-bearing escrow account established under the Escrow Agreement for the purpose of making funds available to satisfy claims for Losses with respect to which either or both of Buyer and the Surviving Corporation is entitled to indemnification under Article XI (the "Indemnity Escrow Account"); and (B) five million dollars ($5,000,000) (the "Purchase Price Adjustment Escrow Amount"), which shall be deposited in a separate interest-bearing escrow account established under the Escrow Agreement for the purpose of making funds available to satisfy any reduction in the Subsequent Merger Consideration as a result of any adjustment thereto pursuant to the provisions of Section 3.5(e) (the "Purchase Price Adjustment Escrow Account"). (v) Buyer or Merger Sub shall deposit, or cause to be deposited with the Escrow Agent, pursuant to an escrow agreement to be executed at the Closing, substantially in the form annexed hereto as Exhibit D (the "Environmental Escrow Agreement"), five million dollars ($5,000,000) (such amount, as it may be adjusted in accordance with this Agreement and the Environmental Escrow Agreement, th...

Closing Payments. Buyer shall have made (or caused to have been made) the payments required pursuant to Section 2.3.

Closing Payments. The Company shall have made the Company Closing Payment as required by Section 5.12.

Closing Payments. At the Closing, Purchaser will make the following disbursements in cash: (i) to Sellers, an amount equal to the Estimated Purchase Price, minus the Adjustment Escrow Amount; (ii) to the holders of Company Indebtedness party to a Payoff Letter, an amount sufficient to pay in full the Company Indebtedness outstanding immediately prior to the Closing, pursuant to the Payoff Letters (provided that, consistent with the flow of funds statement, with respect to any Closing Taxes, such amounts shall be wired to the account of the Company for payment by the Company (and the Company shall make such payments) on the Closing Date of the Closing Tax amounts to the appropriate taxing authorities); (iii) to the Persons entitled thereto, the Company Transaction Expenses pursuant to the schedule delivered pursuant to Section 3.2(a)(ii), with amounts represented by the line items on such schedule entitled “Transaction Bonuses”, “Phantom Stock Payments” and “Employee Transaction Payments Gross-Up” to be paid through the Company’s payroll as unpaid bonuses and other forms of compensation to each recipient set out in the flow of funds statement, subject to Tax withholding; and (iv) to the Escrow Agent, the Adjustment Escrow Amount.