Common use of Payment of Other Amounts at Closing Clause in Contracts

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, PubCo Buyer shall: (a) on behalf of the Company, pay remit 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 the Option Payments, which the Company shall disburse through its payroll system to Indebtedness for Borrowed Moneyeach Option Holder entitled to receive an Option Payment pursuant to Section 2.2; (b) on behalf of the Company, pay to such account or accounts as the Company specifies to Parent Buyer pursuant to the Closing Date Indebtedness Statement, the aggregate amount of the Indebtedness as of the Closing Date; (c) on behalf of the Company, pay to such account or accounts as the Company specifies to Buyer pursuant to the Closing Date Financial Certificate, the aggregate amount of the Estimated Closing Company Sellers’ Transaction Expenses; (cd) deposit the Escrow Amount with the Escrow Agent by wire transfer of immediately available funds, which shall will be held by the Escrow Agent in accordance with the terms of the Escrow AgreementAgreement to secure the indemnification obligations of the Equity Holders under Article X and be available in connection with certain adjustments to the Purchase Price under Section 2.8; (de) on behalf of the Equity Holders, pay to the StockholdersSellers’ 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 such account or accounts as the Company specifies to Parent pursuant Buyer prior to the Closing Date Financial CertificateClosing, to the extent not paid prior to the Closing, the Contingent Stock aggregate amount of the Tail Premium; and (g) remit to the Company the aggregate amount of Bonus Payments, which the Company shall disburse through its payroll system to each employee entitled to receive a Bonus Payment (it being understood that (i) the amount of such Bonus Payments shall not be a reduction to the Purchase Price, (ii) upon the Closing, the full amount of Bonus Payments will be fully earned and accrued, (iii) employees receiving such Bonus Payment Amountwill not be required to render any services to or stay employed with Buyer or the Company after the Closing in order to receive the Bonus Payment and (iv) the Bonus Payment is in no other way contingent upon any post-Closing event or action).

Payment of Other Amounts at Closing. At the Closing, PubCo Buyer shall: (a) on behalf of the Company, pay to such account or accounts as the Company specifies to Parent Buyer pursuant to the Closing Date Indebtedness StatementCertificate, the aggregate amount of Estimated Closing Indebtedness with respect to Indebtedness for Borrowed MoneyPaid Indebtedness; (b) on behalf of the Company, pay to such account or accounts as the Company specifies to Parent Buyer pursuant to the Closing Date Financial 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; (d) on behalf of the Equity Holders, pay to the Stockholders’ Representative the Administrative Expense Amount for deposit into the Administrative Expense Account;; and (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 SAR Participants), the CompanySAR Closing Payment Amount, pay to the account or accounts as which the Company specifies shall disburse through its payroll system to Parent pursuant to each SAR Participant in accordance with the amounts set forth in the Closing Date Financial Payment Certificate, the Contingent Stock Purchase Payment Amountless applicable withholding Tax.