Payment of Other Amounts at Closing Sample Clauses
The "Payment of Other Amounts at Closing" clause requires that, in addition to the main purchase price, any additional amounts owed between the parties are settled at the time of closing the transaction. This may include reimbursements for prepaid expenses, adjustments for utilities, or other agreed-upon costs that have accrued up to the closing date. By specifying that all such amounts must be paid at closing, the clause ensures that both parties have fulfilled their financial obligations, preventing future disputes over outstanding payments.
Payment of Other Amounts at Closing. At the Closing, PubCo shall:
(a) on behalf of the Company, pay to such account or accounts as the Company specifies to Parent pursuant to the Closing Date Indebtedness Statement, the aggregate amount of Estimated Closing Indebtedness with respect to Indebtedness for Borrowed Money;
(b) on behalf of the Company, pay to such account or accounts as the Company specifies to Parent pursuant to the Closing Date Financial Certificate, the aggregate amount of the Estimated Closing Company Transaction Expenses;
(c) deposit the Escrow Amount with the Escrow Agent by wire transfer of immediately available funds, which shall be held by the Escrow Agent in accordance with the terms of the Escrow Agreement;
(d) on behalf of the Equity Holders, pay to the Stockholders’ Representative the Administrative Expense Amount for deposit into the Administrative Expense Account;
(e) on behalf of the Company, pay to the account or accounts as the Company specifies to Parent pursuant to the Closing Date Financial Certificate, the Warrant Payment Amount for the benefit of the Warrant Holder; and
(f) on behalf of the Company, pay to the account or accounts as the Company specifies to Parent pursuant to the Closing Date Financial Certificate, the Contingent Stock Purchase Payment Amount.
Payment of Other Amounts at Closing. At the Closing, Buyer shall:
(a) on behalf of the Company, pay to such account or accounts as the Company specifies to Buyer pursuant to the Closing Date Certificate, the aggregate amount of Paid Indebtedness as set forth in the Payoff Letters;
(b) on behalf of the Company, pay to such account or accounts as the Company specifies to Buyer pursuant to the Closing Date Certificate, the aggregate amount of the Estimated Closing Company Transaction Expenses;
(c) deposit the Adjustment Escrow Amount and the Indemnity Escrow Amount with the Escrow Agent by wire transfer of immediately available funds, which shall be held by the Escrow Agent in accordance with the terms of the Escrow Agreement. The Adjustment Escrow Amount and the Indemnity Escrow Amount will not be used for any purpose except as expressly provided in this Agreement or the Escrow Agreement; and
(d) on behalf of the Equity Holders, pay to the Stockholders’ Representative the Administrative Expense Amount for deposit into the Administrative Expense Account.
Payment of Other Amounts at Closing. At the Closing, Parent:
(i) shall, on behalf of the Company, pay or cause to be paid to such account or accounts as the Company specifies to Parent pursuant to the Closing Date Statement, the Company Transaction Expenses for which invoices have been delivered pursuant to Section 2.11(b)(v) above which have not been paid prior to the Closing; provided, that any Company Transaction Expenses payable to any director, officer or employee of the Company (including any director, officer, or employee bonuses) shall instead be deposited with the Company and paid on the next regularly scheduled payroll date;
(ii) shall pay or cause to be paid the Parent Transaction Expenses by wire transfer of immediately available funds;
(iii) may, in its sole discretion, elect to pay or cause to be paid to any holder of Funded Indebtedness (including any Stockholder who holds Funded Indebtedness) for which payoff letters have been delivered pursuant to Section 2.11(b)(v) above, an amount sufficient to repay such Funded Indebtedness, with the result that immediately following the Closing there will be no further monetary obligations of the Company or any of its Subsidiaries with respect to such Funded Indebtedness outstanding immediately prior to the Closing; and
(iv) shall, on behalf of the Company, deliver Five Million (5,000,000) shares of Parent Common Stock to SERES in satisfaction of the Company’s obligation to pay to SERES the SERES Payment Amount, upon Parent’s and the Company’s receipt of the Amended and Restated Registration Rights Agreement and Accredited Investor questionnaire, in each case duly executed by SERES.
3. Section 3.23 of the Merger Agreement is hereby deleted in its entirety and replaced with the following: “To the Knowledge of the Company, each Stockholder, each Convertible Note Holder and SERES is an Accredited Investor.”
4. Exhibit A to the Merger Agreement is hereby amended to add the following definition to Exhibit A:
Payment of Other Amounts at Closing. At the Closing, Parent: (i) shall, on behalf of the Company, pay or cause to be paid to such account or accounts as the Company specifies to Parent pursuant to the Closing Date Statement, the Company Transaction Expenses for which invoices have been delivered pursuant to Section 2.11(b)(v) above which have not been paid prior to the Closing; provided, that any Company Transaction Expenses payable to any director, officer or employee of the Company (including any director, officer, or employee bonuses) shall instead be deposited with the Company and paid on the next regularly scheduled payroll date;
Payment of Other Amounts at Closing. Simultaneous with the payment of the Cash Purchase Price and Share Purchase Price at Closing, each of each of the following shall be paid or repaid pursuant to the Allocation Schedule: (i) the Option Repurchase Amount, (ii) the aggregate amount of Target Transaction Expenses set forth on the Closing Transaction Expense Certificate and (iii) any Outstanding Debt Amount (including without limitation the premium amount payable under the terms of the Notes).
Payment of Other Amounts at Closing. At the Closing:
(a) Parent shall, on behalf of the Company and the Subsidiaries, pay to such account or accounts as specified in the Payoff Letters, which account or accounts will be communicated to Parent in writing by the Company not less than two (2) Business Days prior to the Closing Date, the aggregate amount of the Repaid Indebtedness; and
(b) Parent shall, on behalf of the Company and the Subsidiaries, pay to such account or accounts as the Company specifies to Parent pursuant to the Closing Date Financial Certificate, the aggregate amount of the Company Transaction Expenses.
(c) For federal and state income tax purposes, the Parent’s payment of the Repaid Indebtedness and the Company Transaction Expenses shall be treated as (i) if the Parent assumed such liabilities of the Company and subsequently remitted payments to satisfy the Repaid Indebtedness and the Company Transaction Expenses; and (ii) a capital contribution by the Parent to the Company as contemplated by Treasury Regulations Section 1.368-2(j)(4).
Payment of Other Amounts at Closing. On the terms and subject to the conditions set forth herein, on the Closing Date, immediately after the Effective Time:
(a) PubCo, Surviving MDH and the Company shall pay or cause to be paid the Transaction Expenses; and
(b) the Company shall pay a portion of its outstanding debt in an amount up to $12,320,365, plus and accrued interest under the Credit Agreement.
Payment of Other Amounts at Closing. On the terms and subject to the conditions set forth herein, on the Closing Date, immediately after the Effective Time, RAC shall cause the Buyer to pay, on behalf of the Company Unitholders, the Seller Advisor Fees to the account or accounts provided to the Buyer by the Equityholder Representative (in good faith and with reasonable supporting documentation) at least three Business Days prior to the Closing Date.
Payment of Other Amounts at Closing. On the terms and subject to the conditions set forth herein, on the Closing Date, immediately after the Effective Time:
(A) The Buyer shall pay the Equityholder Representative Expense Amount to the Equityholder Representative Expense Account to the account provided to the Buyer by the Equityholder Representative at least three (3) Business Days prior to the Closing Date; and
(B) The Buyer shall pay, on behalf of all Blocker Owners and Company Equityholders, the Seller Advisor Fees to the account or accounts provided to the Buyer by the Equityholder Representative at least one (1) Business Day prior to the Closing Date.
Payment of Other Amounts at Closing. At the Closing, the parties agree to do the following:
(a) the parties agree to cause the Company to pay to such account or accounts set forth on the Closing Date Indebtedness Statement, the aggregate amount of Estimated Closing Indebtedness with respect to Indebtedness for Borrowed Money;
(b) the parties agree to cause the Company to pay to such account or accounts set forth on the Closing Date Financial Certificate, the aggregate amount of the Closing Company Transaction Expenses;
(c) the parties agree to cause the Company to pay to such account or accounts set forth on the Closing Date Parent Transaction Expenses Statement, the aggregate amount of the Closing Parent Transaction Expenses; and
(d) Parent shall deposit the Indemnification Escrow Amount and the Working Capital Escrow Amount with the Escrow Agent, which shall be held by the Escrow Agent in accordance with the terms of the Escrow Agreement.