Payment at the Closing Clause Samples
The 'Payment at the Closing' clause defines the requirement for payment to be made at the time the transaction is finalized, typically at the closing meeting or upon the execution of closing documents. This clause specifies the amount due, the method of payment (such as wire transfer or certified check), and the party responsible for making the payment. Its core function is to ensure that all financial obligations are settled simultaneously with the transfer of ownership or completion of the transaction, thereby reducing the risk of non-payment and providing certainty to both parties.
Payment at the Closing. At the Closing, the Buyers shall pay to the Sellers the Purchase Price by wire transfer in accordance with Schedule 2.2 of the Disclosure Letter. No amount shall be deducted or withheld pursuant to Section 116 of the Tax Act from the Purchase Price or any other amounts payable by Buyers under this Agreement.
Payment at the Closing. At the Closing, Purchaser shall pay or cause to be paid to Seller, by wire transfer of immediately available funds to a bank account designated in writing by Seller (with such account designated in writing to Purchaser at least two (2) Business Days prior to the Closing Date), an amount (the “Estimated Purchase Price”) equal to (i) the Preliminary Purchase Price, plus (ii) the amount (if any) by which the Estimated Net Working Capital exceeds the Target Net Working Capital minus (iii) the amount (if any) by which the Estimated Net Working Capital is less than the Target Net Working Capital.
Payment at the Closing. (a) At the Closing, Buyer shall deliver, disburse, or issue, without duplication, the following consideration:
(i) To the Selling Parties, the Estimated Cash Consideration as set forth in the Closing Statement delivered pursuant to Section 2.5 below (minus the amounts set forth in (iv) and minus any amounts withheld under Section 6.7) which shall be paid by wire transfer of dollars in immediately available funds to such account or accounts as have been designated in writing by Selling Parties to Buyer.
(ii) To the applicable Persons and account(s) designated in the Closing Statement (on behalf of the Company and Amtran, as applicable), in accordance with the applicable Payoff Letters, the applicable amounts of Closing Indebtedness existing as of the Closing Date (to the extent not paid by or on behalf of the Company or Amtran before the Closing) in order to discharge the amounts payable thereunder.
(iii) To the applicable Persons and account(s) designated in the Closing Statement (on behalf of the Company or Amtran, as applicable), the applicable amounts of Transaction Costs existing on the Closing Date (to the extent not paid by the Company or Amtran before the Closing) in order to discharge the amounts payable thereunder.
(iv) To the Escrow Agent, pursuant to the terms and conditions of that certain Escrow Agreement, executed and delivered by the Escrow Agent, Buyer and Seller Representative, as of the Execution Date (the “Escrow Agreement”), (i) Three Hundred Thirty Eight Thousand Seven Hundred Fifty Two Dollars ($338,752.00) to be held by the Escrow Agent, in trust, pursuant to the terms and conditions of the Escrow Agreement as the sole and exclusive source of recovery for adjustments, if any, to the Purchase Price based on the Final Adjustment Amount (such amount held pursuant to clause (i), the “Adjustment Escrow”), and (ii) Twenty Five Million Three Hundred Ninety Seven Thousand Three Hundred Eighty Eight Dollars ($25,397,388.00) to be held by the Escrow Agent, in trust, pursuant to the terms and conditions of the Escrow Agreement for security against the indemnification obligations of Selling Parties under this Agreement (such amount held pursuant to clause (ii), the “Indemnification Escrow”).
(b) The Selling Parties shall be deemed to have contributed to the escrows established under the Escrow Agreement, that portion of the Cash Consideration that would otherwise have been payable to the Selling Parties, as set forth on the Closing Statement and...
Payment at the Closing. Subject to the terms and conditions hereof, at the Closing, Chateau and Merger Sub shall pay for each Share, by wire transfer of same-day funds, the Cash Amount Per Share determined based on the estimated Closing Date Balance Sheet set forth in the Merger Agreement. The parties acknowledge that the Cash Amount Per Share is subject to adjustment following the Closing as specified in Section 1.13(c) of the Merger Agreement.
Payment at the Closing. (a) The purchase price paid by Buyer at the Closing for the Assets, and the assumption of the Assumed Liabilities (the “Closing Payment”) shall be an amount in cash equal to:
(i) Eighty Million Dollars ($80,000,000.00);
(ii) minus, the Closing TPP Payment;
(iii) plus, if the Estimated Net Working Capital is in excess of the Target Net Working Capital, the amount of such excess; and
(iv) minus, if the Target Net Working Capital is in excess of the Estimated Net Working Capital, the amount of such excess.
(b) The Closing Payment shall be made on the Closing Date by Buyer by wire transfers of immediately available funds to accounts designated by the Escrow Agent and Seller, respectively, of such funds in writing no later than three (3) Business Days prior to the Closing as follows:
(i) a portion of the Closing Payment equal to the Escrow Amount to an account designated in writing by the Escrow Agent;
(ii) a portion of the Closing Payment equal to the outstanding Indebtedness as of the Closing Date to the account or accounts designated in writing by the respective creditors pursuant to the Payoff Letters;
(iii) a portion of the Closing Payment equal to the unpaid Seller Transaction Expenses to the accounts designated in writing by Seller; and
(iv) an amount equal to the remaining portion of the Closing Payment to an account designated in writing by Seller.
(c) The Closing Payment shall be subject to adjustment as set forth in Section 2.9.
Payment at the Closing. At the Closing, Buyer shall deliver to Seller the cash portion of the Purchase Price by wire transfer of immediately available funds and shall deliver to Seller the Subordinated Note.
Payment at the Closing. (a) The aggregate purchase price for the Assets (the “Purchase Price”) shall be calculated as follows:
(i) $83,500,000.00;
(ii) less the value of the Season Passes determined pursuant to Section 2.6;
(iii) plus or less the amount calculated pursuant to Sections 2.7, 2.8 (to the extent not already included in the adjustments under Section 2.7) and 2.9 (to the extent not already included in the adjustments under Section 2.7).
Payment at the Closing. At the Closing, Buyer shall pay to Sellers, in accordance with Section 3.2, the Base Purchase Price, allocated among Sellers as specified in the Seller Allocation Notice, less the Escrow Amount set forth in Section 3.2(b) hereof.
Payment at the Closing. At the Closing, the Buyer shall deliver to the Seller, in immediately available lawful U.S. funds, the Purchase Price.
Payment at the Closing. At the Closing, Buyer shall deliver the Purchase Price to Hemagen in immediately available funds.