Common use of Payment at Closing Clause in Contracts

Payment at Closing. (a) Seller shall deliver its portion of the Draft Combined Closing Statement to Purchaser on the third (3rd) Business Day preceding the Closing Date and shall subsequently update and deliver a revised draft thereof to Purchaser on the Business Day prior to the Closing Date. At Closing, in consideration for the purchase of the Assets, Purchaser will assume the Assumed Liabilities and the following payment will be made: (i) if the Estimated Payment Amount is a positive amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to such positive amount, or (ii) if the Estimated Payment Amount is a negative amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the absolute value of such negative amount. All other provisions of this Agreement notwithstanding, such payments due under Section 3.2(a) of this Agreement and the Reciprocal Agreement shall be offset against each other pursuant to the Draft Combined Closing Statement, with one aggregate payment taking into account amounts due thereunder with respect to the Exchange as applicable by one party to the other. (b) All payments to be made hereunder and under the Reciprocal Agreement by one party to the other shall be made by wire transfer of immediately available funds (in all cases to an account specified in writing by Seller or Purchaser, as the case may be, to the other not later than the third (3rd) Business Day prior to the Closing Date) on or before 12:00 noon, Eastern Time, on the date of payment. (c) If any instrument of transfer contemplated herein shall be recorded in any public record before the Closing and thereafter the Closing does not occur, then at the request of such transferring party the other party will deliver (or execute and deliver) such instruments and take such other action as such transferring party shall reasonably request to revoke such purported transfer.

Payment at Closing. (a) Seller shall deliver its portion of the Draft Combined Closing Statement to Purchaser on the third (3rd) Business Day preceding the Closing Date and shall subsequently update and deliver a revised draft thereof Draft Closing Statement to Purchaser on the Business Day prior to the Closing Date. At Closing, in consideration for the purchase of the Assets, Purchaser will assume the Assumed Liabilities and the following payment will be made: (i) if the Estimated Payment Amount is a positive amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to such positive amount, or (ii) if the Estimated Payment Amount is a negative amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the absolute value of such negative amount. All other provisions of this Agreement notwithstanding, such payments due under Section 3.2(a) of this Agreement and the Reciprocal Agreement shall be offset against each other pursuant to the Draft Combined Closing Statement, with one aggregate payment taking into account amounts due thereunder with respect to the Exchange as applicable by one party to the other. (b) All payments to be made hereunder and under the Reciprocal Agreement by one party to the other shall be made by wire transfer of immediately available funds (in all cases to an account specified in writing by Seller or Purchaser, as the case may be, to the other not later than the third (3rd) Business Day prior to the Closing Date) on or before 12:00 noon, Eastern Time, on the date of payment. (c) If any instrument of transfer contemplated herein shall be recorded in any public record before the Closing and thereafter the Closing does not occur, then at the request of such transferring party the other party will deliver (or execute and deliver) such instruments and take such other action as such transferring party shall reasonably request to revoke such purported transfer.

Payment at Closing. (a) Seller shall deliver its portion of the Draft Combined Closing Statement to Purchaser on the third (3rd) Business Day preceding the Closing Date and shall subsequently update and deliver a revised draft thereof to Purchaser on the Business Day prior to the Closing Date. At Closing, in consideration for the purchase of the Assets, Purchaser will assume the Assumed Liabilities and the following payment will be made: (i) if the Estimated Payment Amount is a positive amount, Seller shall pay to Purchaser an the amount in U.S. dollars equal to such positive amount, or by which the aggregate balance (iiincluding Accrued Interest) if of the Deposits and Accrued Liabilities exceed the Estimated Purchase Price (the "Estimated Payment Amount is a negative amountAmount") or, Purchaser shall pay to Seller an the amount in U.S. dollars equal to by which the absolute value of such negative amount. All other provisions of this Agreement notwithstanding, such payments due under Section 3.2(aEstimated Purchase Price exceeds the aggregate balance (including Accrued Interest) of this Agreement the Deposits and the Reciprocal Agreement shall be offset against Accrued Liabilities, each other pursuant to as set forth on the Draft Combined Closing StatementStatement as agreed upon between Seller and Purchaser. In addition, with one aggregate payment taking into account amounts due thereunder with respect Purchaser shall pay to the Exchange as applicable by one party to the otherSeller any sales tax due. (b) All payments to be made hereunder and under the Reciprocal Agreement by one party to the other shall be made by wire transfer of immediately available funds (in all cases to an account specified in writing by Seller or Purchaser, as the case may be, to the other not later than the third (3rd) Business Day prior to the Closing Date) on or before 12:00 noon, Eastern Time, 11:00 a.m. local time on the date of payment. (c) . If any instrument of transfer contemplated herein payment to be made hereunder on the Closing Date (or any other date) shall not be made on or before 11:00 a.m. local time on such date, and the amount thereof shall have been agreed to in writing by the parties at the Closing Date (or such other payment date), the party responsible therefor may make such payment on or before 11:00 a.m. local time on the next Business Day together with interest thereon at the Federal Funds Rate applicable from the Closing Date (or such other payment date) to the date such payment is actually made, which in no event shall be recorded in any public record before later than the Closing and thereafter the Closing does not occur, then at the request of fifth (5th) Business Day after such transferring party the other party will deliver (or execute and deliver) such instruments and take such other action as such transferring party shall reasonably request to revoke such purported transferpayment was due.

Payment at Closing. (a) Seller shall deliver its portion of the Draft Combined Closing Statement to Purchaser on the third (3rd) Business Day preceding the Closing Date and shall subsequently update and deliver a revised draft thereof to Purchaser on the Business Day prior to the Closing Date. At Closing, in consideration for the purchase of the Assets, Purchaser will assume the Assumed Liabilities and the following payment will be made: (i) if the Estimated Payment Amount is a positive amount, Seller shall pay to Purchaser an the amount in U.S. dollars equal to such positive amount, or by which the aggregate balance (iiincluding Accrued Interest) if of the Deposits exceeds the Estimated Purchase Price (the "Estimated Payment Amount is a negative amountAmount") or, Purchaser shall pay to Seller an the amount in U.S. dollars equal to by which the absolute value of such negative amount. All other provisions of this Agreement notwithstanding, such payments due under Section 3.2(aEstimated Purchase Price exceeds the aggregate balance (including Accrued Interest) of this Agreement and the Reciprocal Agreement shall be offset against Deposits, each other pursuant to as set forth on the Draft Combined Closing Statement, with one aggregate payment taking into account amounts due thereunder with respect to the Exchange Statement as applicable by one party to the otheragreed upon between Seller and Purchaser. (b) All payments to be made hereunder and under the Reciprocal Agreement by one party to the other shall be made by wire transfer of immediately available funds (in all cases to an account specified in writing by Seller or Purchaser, as the case may be, to the other not later than the third (3rd) Business Day prior to the Closing Date) on or before 12:00 noon, Eastern Time, 11:00 A.M. local time on the date of payment. If any payment to be made hereunder on the Closing Date (or any other date) shall not be made on or before 11:00 A.M. local time on such date, and the amount thereof shall have been agreed to in writing by the parties at the Closing Date (or such other payment date), the party responsible therefor may make such payment on or before 11:00 A.M. local time on the next Business Day together with interest thereon at the Federal Funds Rate applicable from the Closing Date (or such other payment date) to the date such payment is actually made, which in no event shall be later than the fifth (5th) business day after such payment was due. (c) If any instrument of transfer contemplated herein shall be recorded in any public record before the Closing and thereafter the Closing does is not occurcompleted, then at the request of such transferring party the other party will deliver (or execute and deliver) such instruments and take such other action as such transferring party shall reasonably request to revoke such purported transfer.

Payment at Closing. (a) Within three (3) Business Days before the Closing Date, Seller shall deliver its portion of to Purchaser the Draft Combined Closing Statement to Purchaser on the third Statement. (3rdb) Business Day preceding the Closing Date and shall subsequently update and deliver a revised draft thereof to Purchaser on the Business Day prior to the Closing Date. At Closing, in consideration for the purchase of the Assets, Purchaser will assume the Assumed Liabilities and the following payment will be made: (i) if the Estimated Payment Amount as set forth on the Draft Closing Statement is a positive amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to such positive amount, or (ii) if the Estimated Payment Amount as set forth on the Draft Closing Statement is a negative amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the absolute value of such negative amount. All other provisions of this Agreement notwithstandingIn addition, such payments due under Section 3.2(a) of this Agreement and the Reciprocal Agreement Purchaser shall be offset against each other pursuant pay to the Draft Combined Closing Statement, with one aggregate payment taking into account amounts due thereunder with respect to the Exchange as applicable by one party to the otherSeller any sales tax due. (bc) All payments to be made hereunder and under the Reciprocal Agreement by one party to the other shall be made by wire transfer of immediately available funds (in all cases to an account specified in writing by Seller or Purchaser, as the case may be, to the other not later than the third (3rd) Business Day prior to the Closing Date) on or before 12:00 noon, Eastern Time, on the date of payment. (cd) If any instrument of transfer contemplated herein shall be recorded in any public record before the Closing and thereafter the Closing does not occur, then at the request of such transferring party the other party will deliver (or execute and deliver) such instruments and take such other action as such transferring party shall reasonably request to revoke such purported transfer.

Payment at Closing. (a) Seller Subject to the terms and conditions hereof, at the Closing, Purchaser shall deliver its portion pay by wire transfer of same-day funds, the Draft Combined sum of $369,600,000 (the "PURCHASE PRICE") to Seller, less any amount to be paid into escrow pursuant to Section 2.2(b) below. The Purchase Price may be adjusted following the Closing Statement pursuant to Purchaser Section 2.3. The Purchase Price shall be allocated as set forth on Schedule 2.2 among the third Shares, the Domestic Assets and the non-competition covenant set forth in the Non-Competition Agreement, which Schedule 2.2 shall be agreed to by the parties as soon as practical (3rdbut in no event greater than 30 days) Business Day preceding after the Closing Date and shall subsequently update and deliver thereafter immediately constitute a revised draft thereof to Purchaser on the Business Day prior to the Closing Date. At Closing, in consideration for the purchase of the Assets, Purchaser will assume the Assumed Liabilities and the following payment will be made: (i) if the Estimated Payment Amount is a positive amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to such positive amount, or (ii) if the Estimated Payment Amount is a negative amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the absolute value of such negative amount. All other provisions part of this Agreement notwithstanding, as if attached hereto on the date hereof. The parties shall adhere to Schedule 2.2 for purposes of any tax report or filing made by any such payments due under Section 3.2(a) of this Agreement and the Reciprocal Agreement shall be offset against each other pursuant to the Draft Combined Closing Statement, with one aggregate payment taking into account amounts due thereunder with respect to the Exchange as applicable by one party to the otherparty. (b) All payments to be made hereunder Seller shall retain the shares of common stock of Westates Carbon- Arizona, Inc. ("WCAI") until (i) all necessary Environmental Approvals have been received in connection with a change of control of WCAI and under the Reciprocal Agreement by one party transfer of its "Part A" RCRA permit and (ii) the Seller has received the consents of the Colorado River Indian Tribes ("CRIT") and the duly authorized representative of the Secretary of the Interior to the other assignment of the Lease between WCAI and CRIT dated July 20, 1990 (if required), so as to enable the Seller to cause the transfer of such shares to Purchaser. Upon receipt of such Environmental Approvals and such consents, Seller shall promptly cause the transfer to Purchaser of such shares upon payment of the amount withheld by Purchaser under this Section 2.2(b) (with interest thereon as provided below). Such payment and transfer shall occur within three (3) business days of Seller's delivery of written notice to Purchaser that such Environmental Approvals and consents have been obtained. Seller and Purchaser agree that $10,000,000 of the Purchase Price shall be made paid by wire transfer of immediately available funds (in all cases Purchaser into escrow at Closing with an escrow agent mutually agreeable to an account specified in writing by Seller or Purchaser, as the case may be, to the other not later than the third (3rd) Business Day prior to and Purchaser on the Closing Date) on or before 12:00 noon, Eastern Timeto be held by such escrow agent pursuant to an escrow agreement with mutually agreeable terms. Such amount shall be paid to Seller, on with interest thereon, upon the transfer of the shares of WCAI to Purchaser. Promptly after the date of payment. this Agreement (c) If any instrument of transfer contemplated herein shall be recorded and in any public record before event within 15 days thereof), Purchaser (with the cooperation of Seller) shall make all necessary filings to obtain such Environmental Approvals and both such consents, and shall use its best efforts to obtain such Environmental Approvals and consents as promptly as practicable, including the posting of necessary financial assurances in connection therewith. In the event that the required Environmental Approvals and consents are obtained prior to Closing, the portion of the Purchase Price described above shall not be retained by Purchaser and paid into escrow, and the shares of WCAI shall not be retained by Seller. In the event that the shares of WCAI are retained by Seller, the Tangible Net Book Value on the Closing Balance Sheet, and thereafter the Closing does applicable Base Tangible Net Book Value shall not occurbe adjusted, then at notwithstanding the request of fact that such transferring party the other party will deliver (or execute and deliver) such instruments and take such other action as such transferring party shall reasonably request to revoke such purported transfershares have not been transferred.

Payment at Closing. (a) Seller shall deliver its portion of the Draft Combined Closing Statement to Purchaser on the third (3rd) Business Day preceding the Closing Date and shall subsequently update and deliver a revised draft thereof to Purchaser on the Business Day prior to the Closing Date. At Closing, in consideration for the purchase of the Assets, Purchaser will assume the Assumed Liabilities and the following payment will be made: (i) if the Estimated Payment Amount is a positive amount, Seller shall pay to Purchaser an the amount in U.S. dollars equal to such positive amount, or by which the aggregate balance (iiincluding Accrued Interest) if of the Deposits exceeds the Estimated Payment Amount is a negative amountPurchase Price (the "ESTIMATED PAYMENT AMOUNT") or, Purchaser shall pay to Seller an the amount in U.S. dollars equal to by which the absolute value of such negative amount. All other provisions of this Agreement notwithstanding, such payments due under Section 3.2(aEstimated Purchase Price exceeds the aggregate balance (including Accrued Interest) of this Agreement and the Reciprocal Agreement shall be offset against Deposits, each other pursuant to as set forth on the Draft Combined Closing Statement, with one aggregate payment taking into account amounts due thereunder with respect to the Exchange Statement as applicable by one party to the otheragreed upon between Seller and Purchaser. (b) All payments to be made hereunder and under the Reciprocal Agreement by one party to the other shall be made by wire transfer of immediately available funds (in all cases to an account specified in writing by Seller or Purchaser, as the case may be, to the other not later than the third (3rd) Business Day prior to the Closing Date) on or before 12:00 noon, Eastern Time, 11:00 A.M. local time on the date of payment. If any payment to be made hereunder on the Closing Date (or any other date) shall not be made on or before 11:00 A.M. local time on such date, and the amount thereof shall have been agreed to in writing by the parties at the Closing Date (or such other payment date), the party responsible therefor may make such payment on or before 11:00 A.M. local time on the next Business Day together with interest thereon at the Federal Funds Rate applicable from the Closing Date (or such other payment date) to the date such payment is actually made, which in no event shall be later than the fifth (5th) business day after such payment was due. (c) If any instrument of transfer contemplated herein shall be recorded in any public record before the Closing and thereafter the Closing does is not occurcompleted, then at the request of such transferring party the other party will deliver (or execute and deliver) such instruments and take such other action as such transferring party shall reasonably request to revoke such purported transfer.

Payment at Closing. (a) Seller shall deliver its portion of the Draft Combined Closing Statement to Purchaser on the third (3rd) Business Day preceding the Closing Date and shall subsequently update and deliver a revised draft thereof to Purchaser on the Business Day prior to the Closing Date. At Closing, in consideration for the purchase of the Assets, Purchaser will assume the Assumed Liabilities and the following payment will be made: (i) if the Estimated Payment Amount is a positive amount, Seller shall pay to Purchaser an the amount in U.S. dollars equal to such positive amount, or by which the aggregate balance (iiincluding Accrued Interest) if of the Deposits exceeds the Estimated Purchase Price (the "Estimated Payment Amount is a negative amountAmount") or, Purchaser shall pay to Seller an the amount in U.S. dollars equal to by which the absolute value of such negative amount. All other provisions of this Agreement notwithstanding, such payments due under Section 3.2(aEstimated Purchase Price exceeds the aggregate balance (including Accrued Interest) of this Agreement and the Reciprocal Agreement shall be offset against Deposits, each other pursuant to as set forth on the Draft Combined Closing Statement, with one aggregate payment taking into account amounts due thereunder with respect to the Exchange Statement as applicable by one party to the otheragreed upon between Seller and Purc▇▇▇▇▇. (b▇) All payments to be made hereunder and under the Reciprocal Agreement by one party to the other shall be made by wire transfer of immediately available funds (in all cases to an account specified in writing by Seller or Purchaser, as the case may be, to the other not later than the third (3rd) Business Day prior to the Closing Date) on or before 12:00 noon, Eastern Time, 11:00 A.M. local time on the date of payment. If any payment to be made hereunder on the Closing Date (or any other date) shall not be made on or before 11:00 A.M. local time on such date, and the amount thereof shall have been agreed to in writing by the parties at the Closing Date (or such other payment date), the party responsible therefor may make such payment on or before 11:00 A.M. local time on the next Business Day together with interest thereon at the Federal Funds Rate applicable from the Closing Date (or such other payment date) to the date such payment is actually made, which in no event shall be later than the fifth (5th) business day after such payment was due. (c) If any instrument of transfer contemplated herein shall be recorded in any public record before the Closing and thereafter the Closing does is not occurcompleted, then at the request of such transferring party the other party will deliver (or execute and deliver) such instruments and take such other action as such transferring party shall reasonably request to revoke such purported transfer.

Payment at Closing. (a) Seller shall deliver its portion of the Draft Combined Closing Statement to Purchaser on the third (3rd) Business Day preceding the Closing Date and shall subsequently update and deliver a revised draft thereof to Purchaser on the Business Day prior to the Closing Date. At Closing, in consideration for the purchase of the Assets, Purchaser will assume the Assumed Liabilities and the following payment will be made: (i) if the Estimated Payment Amount is a positive amount, Seller shall pay to Purchaser an the amount in U.S. dollars equal to such positive amount, or by which the aggregate balance (iiincluding Accrued Interest) if of the Deposits exceeds the Estimated Purchase Price (the "Estimated Payment Amount is a negative amountAmount") or, Purchaser shall pay to Seller an the amount in U.S. dollars equal to by which the absolute value of such negative amount. All other provisions of this Agreement notwithstanding, such payments due under Section 3.2(aEstimated Purchase Price exceeds the aggregate balance (including Accrued Interest) of this Agreement and the Reciprocal Agreement shall be offset against Deposits, each other pursuant to as set forth on the Draft Combined Closing Statement, with one aggregate payment taking into account amounts due thereunder with respect to the Exchange Statement as applicable by one party to the otheragreed upon between Seller and Purchaser. (b) All payments to be made hereunder and under the Reciprocal Agreement by one party to the other shall be made by wire transfer of immediately available funds (in all cases to an account specified in writing by Seller or Purchaser, as the case may be, to the other not later than the third (3rd) Business Day prior to the Closing Date) on or before 12:00 noon, Eastern Time, 11:00 A.M. local time on the date of payment.. If any payment to be made hereunder on the Closing Date (or any other date) shall not be made on or before 11:00 A.M. local time on such date, and the amount thereof shall have been agreed to in (c) If any instrument of transfer contemplated herein shall be recorded in any public record before the Closing and thereafter the Closing does is not occurcompleted, then at the request of such transferring party the other party will deliver (or execute and deliver) such instruments and take such other action as such transferring party shall reasonably request to revoke such purported transfer.

Payment at Closing. (a) Seller shall deliver its portion of the Draft Combined Closing Statement to Purchaser on the third (3rd) Business Day preceding the Closing Date and shall subsequently update and deliver a revised draft thereof to Purchaser on the Business Day prior to the Closing Date. At Closing, in consideration for the purchase of the Assets, Purchaser will assume the Assumed Liabilities and the following payment will be made: (i) if the Estimated Payment Amount is a positive amount, Seller shall pay to Purchaser an the amount in U.S. dollars equal to such positive amountby which the aggregate balance (including Accrued Interest) of the Deposits and Accrued Liabilities exceeds the Estimated Purchase Price (the "Estimated Payment Amount"), or (ii) if Purchaser shall pay to Seller the amount by which the Estimated Payment Amount is a negative amountPurchase Price exceeds the aggregate balance (including Accrued Interest) of the Deposits and Accrued Liabilities, each as set forth on the Draft Closing Statement as agreed upon between Seller and Purchaser. In addition, Purchaser shall pay to Seller an amount in U.S. dollars equal to the absolute value of such negative amount. All other provisions of this Agreement notwithstanding, such payments due under Section 3.2(a) of this Agreement and the Reciprocal Agreement shall be offset against each other pursuant to the Draft Combined Closing Statement, with one aggregate payment taking into account amounts due thereunder with respect to the Exchange as applicable by one party to the otherany sales tax due. (b) All payments to be made hereunder and under the Reciprocal Agreement by one party to the other shall be made by wire transfer of immediately available funds (in all cases to an account specified in writing by Seller or Purchaser, as the case may be, to the other not later than the third (3rd) Business Day prior to the Closing Date) on or before 12:00 noonnoon Minneapolis, Eastern Time, Minnesota time on the date of payment. If any payment to be made hereunder on the Closing Date (or any other date) shall not be made on or before 12:00 noon Minneapolis, Minnesota time on such date, and the amount thereof shall have been agreed to in writing by the parties at the Closing Date (or such other payment date), the party responsible therefor may make such payment on or before 12:00 noon Minneapolis, Minnesota time on the next Business Day together with interest thereon at the Federal Funds Rate applicable from the Closing Date (or such other payment date) to the date such payment is actually made, which in no event shall be later than the third (3rd) Business Day after such payment was due. (c) If any instrument of transfer contemplated herein shall be recorded in any public record before the Closing and thereafter the Closing does not occur, then at the request of such transferring party the other party will deliver (or execute and deliver) such instruments and take such other action as such transferring party shall reasonably request to revoke such purported transfer.

Payment at Closing. (a) On or prior to the third Business Day immediately preceding the Closing Date, Seller shall deliver its portion of to Purchaser the Draft Combined Closing Statement to Purchaser on the third (3rd) Business Day preceding the Closing Date and shall subsequently update make available (and deliver a revised draft thereof cause its representatives to make available) such work papers, schedules, books and records and other supporting data as may be reasonably requested by Purchaser on to enable it to verify the Business Day prior to amounts set forth in the Draft Closing DateStatement. At the Closing, in consideration for the purchase of the Assets, Purchaser will assume the Assumed Liabilities and the following payment will be made: (i) if the Estimated Payment Amount is a positive amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to such positive amount, or (ii) if the Estimated Payment Amount is a negative amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the absolute value of such negative amount. All other provisions of this Agreement notwithstandingIn addition, such payments due under Section 3.2(a) of this Agreement and the Reciprocal Agreement Seller shall be offset against each other pursuant to responsible for payment of any Transfer Taxes due or incurred in connection with the Draft Combined Closing Statement, with one aggregate payment taking into account amounts due thereunder with respect to the Exchange as applicable transactions contemplated by one party to the otherthis Agreement. (b) All payments to be made hereunder and under the Reciprocal Agreement by one party to the other shall be made in cash by wire transfer of immediately available funds (in all cases to an account specified in writing by Seller or Purchaser, as the case may be, to the other not later than the third (3rd) Business Day prior to the Closing Date) on or before 12:00 noon, Eastern Time, noon New York time on the date of payment. (c) If any instrument of transfer contemplated herein shall be recorded in any public record before the Closing and thereafter the Closing does not occur, then at the request of such transferring party the other party will deliver (or execute and deliver) such instruments and take such other action as such transferring party shall reasonably request to revoke such purported transfer.