Estimated Closing Payment Sample Clauses

The Estimated Closing Payment clause defines the preliminary amount that one party is expected to pay at the closing of a transaction, based on the best available information at the time. This estimate typically considers factors such as working capital, outstanding debts, or other financial adjustments that may affect the final purchase price. By establishing an initial payment figure, the clause facilitates a smoother closing process and provides both parties with clarity and predictability regarding immediate financial obligations, while allowing for later adjustments if necessary.
Estimated Closing Payment. Not less than two (2) Business Days prior to the Closing Date, the Seller will deliver to the Buyer a statement, prepared in consultation with the Buyer (the “Pre-Closing Statement”), that will set forth the Seller’s good faith estimate of (a) the Cash Amount, (b) the Closing Indebtedness, (c) the Transaction Expenses Amount, (d) the Working Capital (the “Estimated Working Capital”) and based on the Estimated Working Capital, the Working Capital Surplus, if any, or the Working Capital Deficit, if any, (e) the Deferred Payroll Tax Liability, (f) the Hospice Cap Liability, and (g) based on the immediately preceding clauses (a) through (f) and after taking into account the Escrow Amount, the Closing Payment (the “Estimated Closing Payment”); provided, however, that if Buyer and Seller, acting reasonably and in good faith, are unable to agree upon one or more items to be set forth in the Pre-Closing Statement, then the Pre-Closing Statement as proposed by Seller (as modified (if at all) based upon the agreement of Buyer and Seller), shall be the Pre-Closing Statement used in the final calculation of the Estimated Closing Payment unless the aggregate amount in dispute is Material; provided further, that Buyer’s payment of the Estimated Closing Payment shall not constitute Buyer’s agreement with the calculations or methodologies utilized within the Pre-Closing Statement. The Pre-Closing Statement shall set forth the names of each Person to be paid pursuant to Section 1.02(a) above, the amounts to be paid to each such Person, and the wire transfer instructions for each such Person, and the Buyer shall be entitled to rely thereon in making such payments and shall not be responsible for the calculations or the determinations regarding such calculations in the Pre-Closing Statement.
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Estimated Closing Payment. The amount of the Closing Payment has been calculated using the estimated Closing Indebtedness Amount, the estimated Closing Cash Amount, and the estimated Seller Transaction Expenses set forth in the Estimated Closing Statement, which shall be subject to a “true-up” adjustment after the Closing pursuant to Section 2.12(f).
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Estimated Closing Payment. Seller has delivered to Purchaser a proposed unaudited balance sheet of the Company as of immediately prior to the Effective Date (without giving effect to the consummation of the transactions contemplated by this Agreement) (the “Estimated Balance Sheet”), together with a proposed calculation of (i) estimated Cash (the “Estimated Cash”)
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Estimated Closing Payment. On the Closing Date Purchaser shall pay to Seller the Estimated Closing Payment; provided, if the Estimated Closing Payment exceeds the Cash Amount by more than $5,000,000, then (i) at the Closing the Purchaser shall pay Seller the Cash Amount plus $5,000,000 and (ii) Purchaser shall pay the excess to Seller on July 1, 2011 (the “Deferred Payment”). Purchaser shall make the Deferred Payment by wire transfer in immediately available funds, together with interest thereon at the Applicable Rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.
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Estimated Closing Payment. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimate of the Closing Payment (such estimated amount, the “Estimated Closing Payment”), including each of its components. The Company shall prepare the Estimated Closing Statement in accordance with the Accounting Principles. Prior to the Closing, Purchaser will be entitled to review, comment on, and propose changes to the Estimated Closing Statement, including the calculation of the Estimated Closing Payment set forth therein, and the Company shall permit Purchaser and its Representatives to have reasonable access to the books and records of the Company and to such historical financial information relating to the preparation of the Estimated Closing Statement and the calculation of the Estimated Closing Payment as Purchaser may request. The Company shall promptly consider in good faith any changes Purchaser proposes to the Estimated Closing Statement at least one (1) Business Day prior to the Closing Date and revise the Estimated Closing Statement if, based on its good faith assessment, such changes are warranted.
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Estimated Closing Payment. Not less than three (3) Business Days prior to the Closing Date, the Seller shall deliver to the Buyer a written statement (the “Pre-Closing Statement”) that shall set forth the Seller’s good faith estimate of (a) the Cash Amount, (b) the Debt Amount, (c) the Transaction Expenses Amount, (d) Working Capital (the “Estimated Working Capital”) and based on the Estimated Working Capital, the Working Capital Surplus, if any, or the Working Capital Deficit, if any, and (e) based on the foregoing clauses (a)-(d), the Closing Payment (the “Estimated Closing Payment”). The Pre-Closing Statement and the calculations contained therein will be prepared in good faith by the Seller from the Books and Records of the Companies and their respective Subsidiaries in accordance with the Accounting Principles and the definitions contained herein. The Seller shall reasonably cooperate with the Buyer in its review of the Pre-Closing Statement and shall consider in good faith any comments the Buyer may have thereon. The Seller shall redeliver an updated Pre-Closing Statement one (1) Business Day prior to the Closing Date, and all Closing Date payments to be made under Section 1.02(a) shall be calculated using such updated Pre-Closing Statement.
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Estimated Closing Payment. At the Closing, Buyer shall pay to Seller the Estimated Closing Payment as specified below in Section 2.4.
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Estimated Closing Payment. The “Estimated Closing Payment” is equal to the amount of $3,500,000 (a) less the amount of any estimated Indebtedness (b) plus the amount of cash on the Closing Date Financial Statements. The “Estimated Closing Payment” is $3,500,000, and has been calculated as to the best estimates of the Vendor of the Indebtedness at the Closing Date as based on the most recent internally prepared balance sheet of the Company and calculated as nearly as possible in the manner in which the Closing Date Financial Statements are prepared.
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Estimated Closing Payment. On the Closing Date Purchaser shall pay to Seller the Estimated Closing Payment; provided, if the Estimated Closing Payment exceeds the Cash Amount by more than $5,000,000, then (i) at the Closing the Purchaser shall pay Seller the Cash Amount plus $5,000,000 and (ii) Purchaser shall pay the excess to Seller on July 1, 2011 (the “Deferred Payment”). Purchaser shall make the Deferred Payment by wire transfer in immediately available funds, together with interest thereon at the Applicable Rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.
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Related to Estimated 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 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”).

  • Estimated Closing Statement (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.