Payment of the Closing Payment Clause Samples

Payment of the Closing Payment. (i) On the Distribution Date, InRe shall pay to ▇▇▇▇▇▇▇▇▇ the Closing Payment in cash by wire transfer of readily available funds to an account designated by ▇▇▇▇▇▇▇▇▇ in writing; provided that upon the express written agreement of Enstar and ▇▇▇▇▇▇▇▇▇, a specified portion of the Closing Payment may be made through the distribution of identified securities in-kind (including side pocket investments) to ▇▇▇▇▇▇▇▇▇ based upon their fair market value as of the Determination Date. ▇▇▇▇▇▇▇▇▇ shall immediately return any payments or distributions received pursuant to this Section 2(b)(i) that are in excess of the Closing Payment. The Closing Payment shall be subject to offset as provided in Section 4 of Schedule 3 with respect to redemptions made by CBRe from other investment funds managed by ▇▇▇▇▇▇▇▇▇ and its Affiliates. (ii) For the avoidance of doubt, ▇▇▇▇▇▇▇▇▇, AnglePoint, InRe GP and their Affiliates shall not, and at no time shall ▇▇▇▇▇▇▇▇▇, AnglePoint, InRe GP or their Affiliates be entitled to, withdraw from InRe the Deduction Amount or any investment returns thereon related to periods after the Determination Date, which amounts shall be allocated to the capital account of CBRe as of the Effective Date. Furthermore, ▇▇▇▇▇▇▇▇▇, AnglePoint, InRe GP and their Affiliates shall not, and at no time shall ▇▇▇▇▇▇▇▇▇, AnglePoint, InRe GP or their Affiliates be entitled to any investment returns on any of its or their capital accounts for periods after the Determination Date, except as expressly provided herein with respect to the Holdback Amount. (iii) All withdrawals by ▇▇▇▇▇▇▇▇▇ pursuant to this Section 2 and pursuant to Section 3 shall be paid to the Special Limited Partner (as defined in the InRe LPA) or its designee (including any funds or entities managed or advised by ▇▇▇▇▇▇▇▇▇ or its Affiliates) in such amounts and proportions as determined by ▇▇▇▇▇▇▇▇▇ in its sole discretion. ▇▇▇▇▇▇▇▇▇ hereby represents and warrants that the accounts to which it directs any payment or security distribution to be made pursuant to this Section 2 and pursuant to Section 3 belongs to the Special Limited Partner or its designee (including any funds or entities managed or advised by ▇▇▇▇▇▇▇▇▇ of its Affiliates) to which the Special Limited Partner has duly transferred the right to receive such payments or distributions of securities in-kind.

Payment of the Closing Payment. The Closing Payment shall have been paid to Sellers.

Payment of the Closing Payment. At the Closing, Buyer shall pay or cause to be paid to Seller, by wire transfer of immediately available funds to the Bank Account, an amount in cash equal to the sum of (such amount, the “Closing Payment”) (i) the Preliminary Purchase Price, plus (ii) the Inventory Value less (iii) the Payoff Amount, less (iv) the Accrued Contract Liabilities Amount, less (v) the Indemnity Escrow Amount, less (vi) the Punch List Escrow Amount (if any), less (vii) the amount of the Delay Damages, if any.

Payment of the Closing Payment. At the Closing, Buyer shall pay the Purchase Price as follows: (i) Buyer shall pay Three Hundred Ninety Thousand and 00/100 Dollars ($390,000.00) of the Purchase Price into an escrow account (the "Environmental Escrow Account") established according to the terms and conditions of the Escrow Agreement attached hereto as Exhibit 2.3(b)(ii) and to be executed and delivered by each of the parties hereto at Closing; (ii) [Intentionally Omitted] (iii) Buyer shall pay Three Million Nineteen Thousand Nine Hundred Ninety-Five and 26/100 Dollars ($3,019,995.26) of the Purchase Price into an escrow account (the "Real Estate Tax Escrow Account") established according to the terms and conditions of the Escrow Agreement attached hereto as Exhibit 2.3(b)(iii) and to be executed and delivered by the City of Chicago and Sellers at Closing; (iv) Buyers shall pay Three Million Eight Hundred Thousand and 00/100 Dollars ($3,800,000) of the Purchase Price into a trust account and established and held by The Bank of New York, as trustee (the "Trustee") according to the terms and conditions of Article IV of the Indenture (the "Bond Fund"). (v) Buyer shall pay the remainder of the Purchase Price (the "Closing Payment") in cash or by wire transfer of immediately available funds to an account of Aero or ▇▇▇▇▇▇▇ designated by Sellers prior to Closing (the "Sellers' Account").

Payment of the Closing Payment. Upon the final determination of the Closing Statement pursuant to Section 1.04: (a) If the Closing Payment (as finally determined in accordance with Section 1.04) exceeds the Estimated Closing Payment (such excess, the “Positive Adjustment Amount”), then promptly (but in any event within five (5) Business Days after the final determination of the Closing Statement pursuant to Section 1.04), the Buyer will pay, or cause to be paid, the Positive Adjustment Amount to the Seller. (b) If the Estimated Closing Payment (as finally determined in accordance with Section 1.04) exceeds the Closing Payment (such excess, the “Negative Adjustment Amount”), then promptly (but in any event within five (5) Business Days after the final determination of the Closing Statement pursuant to Section 1.04), the Seller will pay the Negative Adjustment Amount to the Buyer. (c) All payments required pursuant to this Section 1.06 will be deemed to be adjustments for Tax purposes to the Purchase Price to the extent permitted by applicable Law.

Payment of the Closing Payment. The Shareholder shall have ------------------------------ received from Buyer the Closing Payment and the interest due pursuant to Section 3.1 hereof in the manner provided in Section 3.2 hereof.

Payment of the Closing Payment. At the Closing, the Purchaser shall pay to the Seller, by wire transfer of immediately available funds to a bank account of the Seller specified in writing at least five (5) Business Days prior to the Closing Date, an amount in cash equal to (the “Closing Payment”): (a) the Preliminary Purchase Price, minus (b) the amount of the Closing Date Indebtedness (based on the Indebtedness Payoff Letters delivered in connection with the Closing pursuant to Section 2.3(b)(i)), minus (c) the aggregate amount of the Transaction Expenses, to the extent not paid prior to the Closing Date (based on the Service Provider Payoff Letters delivered in connection with the Closing pursuant to Section 2.3(b)(ii)), plus (d) the amount, if any, by which the Estimated Closing Date Net Working Capital exceeds the Target Net Working Capital, minus (e) the absolute amount, if any, by which the Estimated Closing Date Net Working Capital is less than Target Net Working Capital, plus (f) the amount of the Estimated Closing Cash determined in accordance with Section 2.3(a).

Payment of the Closing Payment. Buyer shall have deposited the Closing Payment into the Disbursement Account pursuant to Section 3.2 hereof and the Escrow Amount into the Escrow Account pursuant to Section 3.4 hereof.

Payment of the Closing Payment. At the Closing, the Purchaser shall pay, and Sellers agree and consent to the payment of, the Closing Payment by wire transfer of immediately available funds to Sellers or their designees (including the creditors identified in the Payoff Letters) in accordance with the written instructions of the Sellers delivered to the Purchaser at least five (5) Business Days prior to the Closing Date, which written instructions shall provide the identity of each payee, the amounts to be paid to such payee, the instructions for making payment to such payee and such other information as the Purchaser reasonably requests.