Common use of Payment of Closing Consideration Clause in Contracts

Payment of Closing Consideration. (a) At the Closing, Acquiror shall deliver to the Members an aggregate amount in cash equal to the Base Purchase Price, minus: (i) the Closing Indebtedness set forth on the CFO Certificate (which will be paid by Acquiror directly to the applicable lenders pursuant to payoff letters from each such lender as contemplated by Section 3.2(a)(ix)); (ii) the Company Expenses set forth on the CFO Certificate; (iii) the Indemnity Escrow Amount; and (iv) the Working Capital Escrow Amount; (such amount, the “Closing Consideration”), by wire transfer of immediately available funds to accounts designated by the Members in writing to Acquiror at least five (5) days prior to the Closing Date, with such payment to be made in accordance with the Allocation Certificate. *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION (b) At the Closing, Acquiror shall deposit the Working Capital Escrow Amount and the Indemnity Escrow Amount in separate accounts with an escrow agent mutually acceptable to Acquiror and the Member Representative (the “Escrow Agent”) as escrow agent under an escrow agreement (the “Escrow Agreement”), in form and substance reasonably satisfactory to Acquiror and the Member Representative, to be entered into at the Closing by Acquiror, the Member Representative and the Escrow Agent. At any time, the amount of cash held by the Escrow Agent related to the Indemnity Escrow Amount, together with any proceeds thereon, shall at such time constitute the “Indemnity Escrow Funds,” and the amount of cash held in a separate account by the Escrow Agent related to the Working Capital Escrow Amount, and any additional amount that may be deposited into escrow with the Escrow Agent pursuant to Section 2.5, together with the proceeds thereof, shall at such time constitute the “Working Capital Escrow Funds.” The Escrow Agreement shall set forth the terms upon which disbursements shall be made by the Escrow Agent and shall provide for the release by the Escrow Agent to the Member Representative for further distribution to the Members in accordance with Section 11.13(g) of [***] the Indemnity Escrow Funds, on the date that is eighteen (18) months after the Closing Date, in each case less the amount of any claims paid from the Indemnity Escrow Funds prior to such date and the amount necessary to cover any pending Claimed Amounts.

Payment of Closing Consideration. On the Closing Date, the Purchaser shall pay the following amounts by wire transfer of immediately available United States funds into the account or accounts designated by each of the following recipients prior to the Closing Date: (a) At the Closing, Acquiror shall deliver to the Members an aggregate amount in cash equal Persons entitled thereto (or to the Base Purchase Price, minus: (i) the Closing Indebtedness set forth on the CFO Certificate (which will be paid by Acquiror directly Company for payment to the applicable lenders pursuant to payoff letters from each such lender as contemplated by Section 3.2(a)(ixPersons entitled thereto)), the amount of Estimated Indebtedness; (iib) to the Persons entitled thereto (or to the Company Expenses set forth on for payment to the CFO CertificatePersons entitled thereto), the amount of the Estimated Transaction Expenses; (iiic) to the Indemnity Blocker Company Sellers, the amount of the Blocker Company Indebtedness; (d) to the Sellers’ Representative, the Sellers’ Representative Fund Amount; (e) to the Escrow Agent, the Escrow Amount; and (ivf) the Working Capital Escrow Amount; (such amount, the “Closing Consideration”), by wire transfer of immediately available funds to accounts designated by the Members in writing to Acquiror at least five (5) days prior to the Closing DateSellers, with such payment an amount equal to be made the Net Purchase Price, paid in accordance with the Allocation CertificateWaterfall Spreadsheet. *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION The parties hereby agree that the Waterfall Spreadsheet shall govern the allocation amongst the Sellers (band shall not serve as a limitation as to the Purchaser’s rights under this Agreement) At of any payments to or from the Sellers that are contemplated by this Agreement or any other Transaction Document in accordance with the priorities set forth in Section 5.1(b) of the Company Operating Agreement (as in effect on the date hereof). The parties further agree that the Sellers’ Representative shall be required to update the Waterfall Spreadsheet from time to time to reflect the allocation of any such payment and to promptly furnish any such update to the Purchaser. For the sake of clarity, the Waterfall Spreadsheet shall be used to allocate amongst the Sellers (i) any adjustment to the Net Purchase Price at the Closing, Acquiror shall deposit the Working Capital Escrow Amount and the Indemnity Escrow Amount in separate accounts with an escrow agent mutually acceptable to Acquiror and the Member Representative (the “Escrow Agent”ii) as escrow agent under an escrow agreement (the “Escrow Agreement”), in form and substance reasonably satisfactory to Acquiror and the Member Representative, to be entered into at the Closing by Acquiror, the Member Representative and the Escrow Agent. At any time, the amount of cash held by the Escrow Agent related to the Indemnity Escrow Amount, together with any proceeds thereon, shall at such time constitute the “Indemnity Escrow Funds,” and the amount of cash held in a separate account by the Escrow Agent related to the Working Capital Escrow Amount, and any additional amount that may be deposited into escrow with the Escrow Agent Gross Purchase Price adjustment pursuant to Section 2.52.3(f), together with (iii) any Earn-out Amount pursuant to Section 2.4(g), (iv) any release of the proceeds thereof, shall at such time constitute the “Working Capital Escrow Funds.” The Escrow Agreement shall set forth the terms upon which disbursements shall Amount pursuant to Section 2.5(b) and (v) any Losses required to be made indemnified by the Escrow Agent and Sellers in the aggregate pursuant to Article IX. For avoidance of doubt, the Purchaser shall provide have no responsibility for the release accuracy of the Waterfall Spreadsheet and the payment of the Net Purchase Price by the Escrow Agent to the Member Representative for further distribution to the Members Purchaser in accordance with the Waterfall Spreadsheet shall be deemed to satisfy the Purchaser’s obligation to each Seller pursuant to Section 11.13(g) of [***] the Indemnity Escrow Funds, on the date that is eighteen (18) months after the Closing Date, in each case less the amount of any claims paid from the Indemnity Escrow Funds prior to such date and the amount necessary to cover any pending Claimed Amounts2.2(f).