Payments at Closing Sample Clauses
The "Payments at Closing" clause defines the financial obligations that must be fulfilled by the parties at the time a transaction is finalized. Typically, this clause outlines the specific amounts to be paid, the parties responsible for making and receiving payments, and the acceptable methods of payment, such as wire transfer or certified check. By clearly specifying these details, the clause ensures that all monetary exchanges are completed as required at closing, thereby preventing disputes and facilitating a smooth transfer of ownership or completion of the transaction.
Payments at Closing. At the Closing, in consideration of the sale, transfer, conveyance and assignment of the Purchased Assets to Purchaser, Purchaser will pay in cash to Seller (i) $10,000,000, less (ii) any Closing Adjustments (the “Adjusted Purchase Price”). The Adjusted Purchase Price will be made by wire transfers of same day funds to the following accounts.
(a) $1,000,000 (“Escrow Amount”) to the account of ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Account” and “Escrow Agent,”respectively) pursuant to an Escrow Agreement to be entered into by and among Purchaser, Seller and the Escrow Agent, such agreement to be in the form of Exhibit H attached hereto (the “Escrow Agreement”), such Escrow Amount to be held in escrow for purposes of satisfying any post-Closing adjustments to the Purchase Price pursuant to Section 3.4 and indemnification obligations that Seller may have to Purchaser pursuant to Section 9. The Escrow Amount shall be held in such escrow account and Purchaser shall cause such amount to be paid to Seller, together will all interest accrued thereon (net of any amounts disbursed to Purchaser in respect of any post-Closing adjustments to the Purchase Price or indemnification obligations under Section 9), on the six (6) month anniversary of the Closing Date. To the extent that any portion of the Escrow Amount is subject to any claims of Purchaser pursuant to Section 9 and the terms of the Escrow Agreement (the portion of the Escrow Amount subject to such claims, the “Disputed Amount”), such Disputed Amount (or a portion of such Disputed Amount) shall remain in the Escrow Account until such time as: (i) Seller and Purchaser execute a joint written instruction to the Escrow Agent instructing the Escrow Agent to disburse all or any portion of such Disputed Amount or (ii) the Escrow Agent shall receive a final, non-appealable order authorizing the release of all or any portion of such Disputed Amount. For the avoidance of doubt, any conflict between this clause (a) and the Escrow Agreement, the Escrow Agreement shall control;
(b) $3,051,904 to an account designated by The CW Network, LLC as a Cure Cost pursuant to the CW Agreements;
(c) $368,000 to an account designated by Toei Animation as a Cure Cost pursuant to the DBZ Agreement; and
(d) an amount equal to any Cure Cost for the assumption and assignment of any Transferred Agreement, which shall be paid to the applicable counterparty to each such Transferred Agreement; and
(e) the remainder of the Adjuste...
Payments at Closing. At the Closing:
(a) Parent and Merger Sub shall (i) deposit, or cause to be deposited, with the Paying Agent an amount of cash and (ii) instruct Parent's transfer agent to deliver to the Paying Agent an amount of shares of Parent Stock, in each case sufficient to pay the aggregate consideration to which holders of Company Capital Stock shall be entitled at the Effective Time pursuant to Section 2.1 of this Agreement; provided, that Parent shall deliver to the Payments Administrator a portion of such cash with respect to consideration owed to Stockholders from whom the Paying Agent has received a Stock Letter of Transmittal prior to Closing, together with such Stockholder's Certificates or Book-Entry Shares (as applicable), for the Payments Administrator to deliver to such Stockholders in accordance with Parent's payment instructions;
(b) Parent shall deposit, or cause to be deposited, the Closing Date Adjustment Escrow Amount, the Closing Date Indemnity Escrow Amount and the Closing Date Special Escrow Amount in an account or accounts specified by the Escrow Agent;
(c) Parent shall (on behalf of the Company Group) pay, or cause to be paid, the Estimated Closing Indebtedness to be repaid at the Closing by wire transfer of immediately available funds to the applicable bank account or accounts specified in the Payoff Letters;
(d) Parent shall (on behalf of the Company Group) pay, or cause to be paid, the Estimated Transaction Expenses (other than any Estimated Transaction Expenses that are to be paid to any officer, employee or consultant of the Company Group) by wire transfer of immediately available funds to the applicable bank account or accounts specified on the Estimated Closing Certificate;
(e) Parent shall pay, or cause to be paid, (i) to BBH, the BBH Warrant Cash Consideration by wire transfer of immediately available funds to the applicable bank account or accounts specified to Parent by BBH in writing at least two (2) Business Days prior to Closing and (ii) to BBH QP, the BBH QP Warrant Cash Consideration by wire transfer of immediately available funds to the applicable bank account or accounts specified to Parent by BBH QP in writing at least two (2) Business Days prior to Closing; and
(f) Parent shall instruct Parent's transfer agent to issue to (i) BBH, the BBH Warrant Share Consideration and (ii) BBH QP, the BBH QP Warrant Share Consideration, in each case subject to and upon delivery of such warrant to Parent for cancellation.
Payments at Closing. (a) At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent a written statement (the "Pre-Closing Statement") setting forth the following information: (i) for each Stockholder, such Stockholder's name, address, email address, bank account information and wire instructions for delivery of such Stockholder's share of the Closing Cash Payment and any other amounts to be paid to such Stockholder pursuant to this Agreement, and account number for the account at the Transfer Agent into which such Stockholder's share of the Parent Stock is to be transferred; (ii) the number of shares of Company Stock held by each such Stockholder immediately prior to the Effective Time and the amount of cash and number of shares of Parent Stock to be received by such Stockholder after giving effect to any election made by the Stockholders pursuant to Section 3.1(b), including a reasonably detailed calculation of such amounts and number of shares (or a formula therefor (including a sample calculation) that enables such calculation upon determination of the per share price of Parent Stock); (iii) an estimate of Closing Cash as of immediately prior to the Effective Time; (iv) an estimate of Closing Indebtedness as of immediately prior to the Effective Time; (v) an estimate of Closing Net Working Capital as of immediately prior to the Effective Time; (vi) an estimate of the Working Capital Adjustment as of immediately prior to the Effective Time; (vii) a calculation of the Closing Cash Payment, showing each component thereof, calculated using such estimated amounts; (viii) a list of all Company Expenses payable in connection with the Closing, including the recipients of such Company Expenses, the amounts to be paid to each such recipient (before any applicable Tax withholding), and, to the extent available, wire transfer instructions or a mailing address for payment to be made; and (ix) a list, including amounts, payees and wire instructions, of all Indebtedness of the Company to be repaid at Closing in accordance with the Payoff Letters.
(b) Subject to the terms and conditions of this Agreement, at the Closing, Parent shall:
(i) Pay to each Stockholder, by wire transfer of immediately available funds to the account designated for such Stockholder in the Pre-Closing Statement, either (A) if such Stockholder has not made an election under Section 3.1(b) that affects the amount of cash to be received by such Stockholder in the Merger, the Per Shar...
Payments at Closing. (a) At least two (2) business days before the Closing, the Company shall prepare and deliver to Purchaser the Payment Schedule and a statement (the “Estimated Closing Statement”), setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), a calculation of Estimated Closing Working Capital, the Company’s good faith estimate of Closing Date Cash (the “Estimated Closing Date Cash”), the Company’s good faith estimate of Closing Date Indebtedness (the “Estimated Closing Date Indebtedness Amount”) and the Company’s good faith estimate of unpaid Transaction Expenses (the “Estimated Closing Date Transaction Expenses”). The Company shall, and shall cause its Representatives to, cooperate and assist Purchaser and its Representatives in their review of the Estimated Closing Statement, including providing on a timely basis all information reasonably requested in connection with such review and provide information sufficient to allow Purchaser to confirm that the amounts set forth in the Pay-Off Letters are reflective of the corresponding amounts included in the Estimated Closing Statement.
(b) Each of the Estimated Closing Statement and Merger Consideration Adjustment Statement shall be prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the audited Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end and as set forth on Exhibit G (collectively, the “Accounting Methodologies”). The Estimated Closing Statement shall describe in reasonable detail the nature of such determination, including the basis for the specific items involved and the dollar amounts thereof.
(c) At the Closing, Purchaser or Merger Sub shall pay, or cause to be paid:
(i) to the Stockholders’ Representative or its designee, for the benefit of the Stockholders, by wire transfer of immediately available funds, the Estimated Merger Consideration less an amount equal to $500,000 (the “Merger Consideration Adjustment Escrow Amount”); provided, that the Stockholders’ Representative or its designee shall promptly deliver to each Stockholder who has complied with Section 1.16 prior to the Closing, the portion of the Estimated Merger Consideration attributable to the Common ...
Payments at Closing. At Closing, Buyer shall cause to be paid, by wire transfer of immediately available U.S. funds to such account(s) and pursuant to such wire instructions as are delivered to Buyer in writing not less than two (2) Business Days prior to the Closing Date pursuant to Section 2.1(d), the following:
(a) to the payees, and in the amounts listed on the Estimated Closing Statement, the Closing Unpaid Transaction Fees;
(b) to the lenders under the Senior Credit Facility, the outstanding principal amount, together with all accrued and unpaid interest through the Closing Date and prepayment or other penalties or premiums, if any, owed with respect to the Senior Credit Facility;
(c) to the Escrow Agent, the amount of the Escrowed Funds pursuant to Section 3.1;
(d) to the Sellers’ Representative, the Representative Expense Amount;
(e) to each holder of Earthbound I Class A-1 Preferred Units as of immediately prior to the Earthbound Effective Time (other than Topco), the Per Unit Class A-1 Consideration times the number of outstanding Earthbound I Class A-1 Preferred Units held by such holder as of such time;
(f) to each holder of Earthbound I Class A Preferred Units as of immediately prior to the Earthbound Effective Time, the Per Unit Class A Consideration times the number of outstanding Earthbound I Class A Preferred Units held by such holder as of such time;
(g) to each holder of Earthbound I Class B Common Units as of immediately prior to the Earthbound Effective Time (other than Topco), the Per Unit Class B Closing Consideration times the number of outstanding Earthbound I Class B Common Units held by such holder as of such time;
(h) to each holder of Earthbound I Class C Management Units as of immediately prior to the Earthbound Effective Time, the Per Unit Class C Closing Consideration times the number of outstanding Earthbound I Class C Management Units held by such holder as of such time;
(i) to each holder of Earthbound I Class C-1 Management Units as of immediately prior to the Earthbound Effective Time, the Per Unit Class C-1 Closing Consideration times the number of outstanding Earthbound I Class C-1 Management Units held by such holder as of such time;
(j) to Earthbound I, the Closing Bonus Point Amount; and
(k) to Topco Seller, the Topco Closing Consideration. Within three (3) Business Days of Closing, Buyer shall cause Earthbound I to pay the Closing Bonus Point Amount to the Bonus Point Holders through the customary payment practices of the Company Grou...
Payments at Closing. On the Closing Date, Borrowers paid an installment of interest in an amount equal to Stub Interest as provided in Section 2.1.2.
Payments at Closing. (a) No later than five (5) Business Days prior to the date scheduled for the Closing, Seller shall prepare and deliver to Buyer a written report, substantially in the form of Exhibit 2.4
(a) hereto (the "Preliminary Closing Statement"), setting forth Seller's estimates of Working Capital, Closing Equivalent Subscribers, the Capital Expenditure Adjustment and the debt adjustment calculated pursuant to Section 2.3(c), and the Cash Consideration, as adjusted pursuant to Section 2.3. The Preliminary Closing Statement shall be prepared by Seller in good faith and shall be certified by Seller to be its good faith estimate of Working Capital, Closing Equivalent Subscribers, the Capital Expenditure Adjustment and the debt adjustment calculated pursuant to Section 2.3(c) as of the date thereof, and the Cash Consideration, as so adjusted, pursuant to Section 2.3. Seller shall make available to Buyer such information as Buyer shall reasonably request relating to the matters set forth in the Preliminary Closing Statement. The parties shall negotiate in good faith to resolve any dispute and to reach an agreement on the amount of the Cash Consideration, as adjusted pursuant to Section 2.3, for purposes of the Closing (which amount shall be subject to final determination as provided in Section 2.5). Notwithstanding the foregoing, to the extent that the parties do not reach an agreement on the amount of the Cash Consideration, as adjusted pursuant to Section 2.3, by the Closing, the Closing Cash Payment shall be calculated from the Preliminary Closing Statement.
(b) At Closing, Buyer shall pay to Seller the amount of the Cash Consideration adjusted pursuant to Sections 2.3(a), (b), (c) and (d), as determined pursuant to this Section 2.4 (such amount, the "Closing Cash Payment").
Payments at Closing. On or before the Closing Date, the Company shall pay and discharge all outstanding liabilities (collectively, “Company Liabilities”). Such payments shall be made utilizing cash on hand on the Closing Date and the Purchase Price. Giving effect to these payments, it is the parties’ intent that the Company shall, on the Closing Date and as of the Closing, have no liabilities and no assets.
Payments at Closing. (a) At the Closing, ▇▇▇▇ shall pay the Aggregate Consideration to the Trustee (for the benefit of the Beneficial Owners) in the following forms:
(i) To the extent the Registration Statement has been declared effective and the Indication of Interest Period has expired, ▇▇▇▇ shall pay or deliver (or cause the delivery) to the Trustee (for the benefit of the Beneficial Owners):
1) in exchange for the aggregate Company Preferred Stock for which Beneficial Owners have indicated that they wish to receive a cash payment (a “Cash Election”), an aggregate amount of cash equal to the product of (x) the Company Preferred Stock Value Per Share multiplied by the number of shares of Company Preferred Stock for which a Cash Election has been made; plus
2) in exchange for the aggregate Company Common Stock for which Beneficial Owners have made a Cash Election, an aggregate amount of cash equal to the product of (x) the Company Common Stock Value Per Share multiplied by (y) the number of shares of Company Common Stock for which a Cash Election has been made; and
3) in exchange for the aggregate Company Preferred Stock and Company Common Stock for which Beneficial Owners have indicated that they wish to receive a payment in ▇▇▇▇ Shares (a “Stock Election”), a number of ▇▇▇▇ Shares equal to (A) the sum of (1) the Company Preferred Stock Value Per Share multiplied by the number of shares of Company Preferred Stock for which a Stock Election has been made plus (2) the Company Common Stock Value Per Share multiplied by the number of shares of Company Common Stock for which a Stock Election has been made, (the “Aggregate Stock Election Value”), divided by (B) $11.00; provided, however, that if the Trading Price shall be below $11.00, then ▇▇▇▇ shall also deliver to the Trustee (for the benefit of the Beneficial Owners) cash in an amount equal to (A) the difference between $11.00 and the Trading Price multiplied by (B) the number of ▇▇▇▇ Shares delivered to the Trustee (for the benefit of the Beneficial Owners).
(ii) To the extent either the Registration Statement has not been declared effective or the Indication of Interest Period has not expired, an aggregate amount of cash equal to the Aggregate Consideration.
Payments at Closing. (a) Notwithstanding Section 2.6(a), the Escrow Amount and, if applicable, the Working Capital Escrow Amount, shall be withheld from the aggregate amount payable to the Company Stockholders, the holders of vested Company Options and the holders of Company Warrants (collectively, the “Company Indemnifying Parties”) in respect of their Company Capital Stock, vested Company Options and Company Warrants, as applicable, pursuant to Sections 2.6, 2.7(a) and 2.7(c), as the case may be.
(b) At Closing, Parent will make the following payments:
(i) if applicable, to the Working Capital Escrow Account, by wire transfer of immediately available funds, an amount equal to the Working Capital Escrow Amount, which shall be managed and paid out by the Escrow Agent in accordance with the terms of Section 2.11 and of the Escrow Agreement;
(ii) to the Escrow Account, by wire transfer of immediately available funds, an amount equal to the Escrow Amount and the Stockholder Representative Fund, which Escrow Amount shall be managed and paid out by the Escrow Agent in accordance with the terms of Article VIII and the Escrow Agreement and which Stockholder Representative Fund shall be managed and paid out by the Escrow Agent in accordance with the terms of Section 8.5 hereof and the Escrow Agreement;
(iii) the aggregate amount payable to the Company Stockholders at Closing pursuant to Section 2.6(a) and holders of Company Warrants pursuant to Section 2.7(c) to an account in the name of the Payment Agent, that is designated in writing by the Stockholder Representative not less than three (3) Business Days prior to Closing, by wire transfer of immediately available funds.
(c) Upon (i) receipt by the Payment Agent of the amount set forth in Section 2.9(b)(iii), (ii) receipt by the holders of Company Options of the Option Consideration pursuant to Section 2.7(a) and (iii) receipt by Escrow Agent of the Escrow Amount, the Stockholder Representative Fund and, if applicable, the Working Capital Escrow Amount, Parent shall be deemed to have satisfied its obligations to make payments pursuant to this Agreement other than (A) its obligation to make any payments required by Section 2.11 and (B) its obligation to make payments to the holders of Dissenting Shares, if any, following the Effective Time.
(d) The portion of the Escrow Amount contributed by each Company Indemnifying Party shall be an amount equal to (x) such Company Indemnifying Party’s Pro Rata Portion multiplied by (y) the Escrow A...