Common use of Payments at Closing Clause in Contracts

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. (a) No later than five (5) Business Days prior to the date scheduled for At the Closing, Seller shall prepare and deliver to Buyer a written report, substantially in the form of Exhibit 2.4: (a) hereto Company shall pay, through its payroll system, (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(ci) all Company Severance Expenses that are unpaid as of the date thereofClosing (the “Closing Company Severance Expenses), (ii) all Parent Severance Expenses that are known and unpaid as of the Cash ConsiderationClosing (the “Closing Parent Severance Expenses”) and (iii) all change in control payments to any current or former employee, consultant or contractor of Company that are unpaid as of the Closing that do not constitute Closing Company Severance Expenses or Closing Parent Severance Expenses (the “Closing Company CIC Payments”), in each case, as so adjustedspecified in the Closing Allocation Schedule; (b) Parent shall, pursuant on behalf of Company, pay to Section 2.3. Seller shall make such account or accounts as Company specifies in the Closing Statement the aggregate amount of all Estimated Third Party Expenses as of the Closing by wire transfer of immediately available to Buyer such information as Buyer shall reasonably request relating funds; (c) Parent shall, on behalf of Company, pay to the matters applicable creditors, by wire transfer of immediately available funds, the amount of Indebtedness of Company set forth in the Preliminary Closing Statement. The parties Payoff Letters with respect to such lender delivered by Company in accordance with Section 7.2(e); (d) Parent shall negotiate in good faith deliver to resolve any dispute and the Escrow Agent, by wire transfer of immediately available funds, an amount equal to reach the Escrow Amount; (e) Parent shall pay to the Stockholder Representative Fund, by wire transfer of immediately available funds, an agreement on amount equal to the Stockholder Representative Fund Amount; and (f) Parent shall pay to (i) the Depository Agent by wire transfer of immediately available funds, an amount equal to the Initial Merger Consideration (less the applicable portion of the Cash Initial Merger Consideration constituting Employee Option Consideration, as adjusted ) to pay the amounts contemplated by Section 1.6 hereof; and (ii) Company by wire transfer of immediately funds the applicable portion of the Initial Merger Consideration constituting Employee Option Consideration pursuant to Section 2.31.6, for purposes of which shall be distributed to the Company Option Holders through the Surviving Corporation’s payroll system on a special payroll run on 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 StatementDate. (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. At Closing, the Estimated Aggregate Merger Consideration payable by Buyer shall be paid and distributed as follows (for the avoidance of doubt, in no event shall Buyer at Closing be required to pay to or on behalf of the Security Holders in exchange for the Company Equity Interests an amount greater than the Estimated Aggregate Merger Consideration Amount): (a) No later than five At the Closing, Buyer shall pay (5or cause to be paid) to the Paying Agent for distribution to the Stockholders in accordance with Section 3.3 and the Allocation Schedule, a cash amount, by wire transfer of immediately available funds to an account designated by the Paying Agent at least two (2) Business Days prior to the date scheduled for the Closing, Seller shall prepare and deliver equal to Buyer a written report, substantially in the form of Exhibit 2.4 (a) hereto (aggregate Closing Per Share Amount payable to the "Preliminary Closing Statement"), setting forth Seller's estimates of Working Capital, Closing Equivalent Subscribers, the Capital Expenditure Adjustment and the debt adjustment calculated Stockholders pursuant to Section 2.3(cSections 3.1(b)(iv) and 3.1(b)(v), 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 the Closing, Buyer shall pay (or cause to Seller be paid) to the amount Company, a cash amount, by wire transfer of immediately available funds to an account designated by the Cash Company in writing at least two (2) Business Days prior to the Closing, equal to the aggregate Closing Option Consideration adjusted payable in respect of all Vested Company Options pursuant to Sections 2.3(aSection 3.1(b)(vi), (b), (c) and (d), for distribution to the Company Option Holders through the Company’s payroll system as determined specified in the Allocation Schedule. The amount paid to the Company Option Holders pursuant to this Section 2.4 shall be net of applicable withholdings pursuant to Section 3.3(f). (c) At the Closing, Buyer shall pay (or cause to be paid) to the Paying Agent for distribution to the Company Warrant Holder, a cash amount, by wire transfer of immediately available funds to an account designated by the Paying Agent at least two (2) Business Days prior to the Closing, equal to the aggregate Closing Warrant Consideration payable in respect of all Warrant Shares pursuant to Section 3.1(b)(vii) as specified in the Allocation Schedule. (d) At the Closing, Buyer shall deposit (or cause to be deposited) with the Seller Representative, by wire transfer of immediately available funds to an account designated by the Seller Representative in writing at least two (2) Business Days prior to the Closing, the Reserve Amount. The Reserve Amount shall be used for the purposes set forth in Section 6.5(e). To the extent any amount becomes payable out of the Reserve Account to the Security Holders pursuant to Section 6.5(e) (such amountamount the “Remaining Reserve Amount”), the "Closing Cash Payment"Seller Representative shall pay (or cause to be paid): (i) to the Paying Agent, an aggregate amount equal to the portion of the Remaining Reserve Amount payable to Stockholders pursuant to Section 3.1(b)(iv) and Section 3.1(b)(v), for distribution to such Stockholders in accordance with Section 3.3, (ii) to the Surviving Corporation, an amount equal to the portion of the Remaining Reserve Amount payable to Company Option Holders, for distribution to the Company Option Holders pursuant to Section 3.1(b)(vi) through the Surviving Corporation’s payroll system and (iii) to the Paying Agent, an aggregate amount equal to the portion of the Remaining Reserve Amount payable to the Company Warrant Holder pursuant to Section 3.1(b)(vii), for distribution to such Company Warrant Holder in accordance with Section 3.3. (e) At the Closing, Buyer shall deposit the Escrow Amount with Regions Bank, N.A. (the “Escrow Agent”), to be held in the account specified in the Escrow Agreement (the “Escrow Account”). The Escrow Funds shall be governed by the terms of an escrow agreement to be entered into by and among Buyer, the Seller Representative and the Escrow Agent, such escrow agreement to be substantially in the form attached hereto as Exhibit E (the “Escrow Agreement”). Buyer and the Seller Representative shall cause any Escrow Funds that are not paid to Buyer in accordance with the terms of this Agreement (such Escrow Funds, the “Remaining Escrow Funds”) to be distributed: (i) to the Paying Agent, in an amount equal to the portion of the Remaining Escrow Funds payable to the Stockholders pursuant to Section 3.1(b)(iv) and Section 3.1(b)(v), for distribution to such Stockholders in accordance with Section 3.3, (ii) to the Surviving Corporation, in an amount equal to the portion of the Remaining Escrow Funds payable to Company Option Holders, for distribution to the Company Option Holders pursuant to Section 3.1(b)(vi) through the Surviving Corporation’s payroll system. and (iii) to the Paying Agent, an aggregate amount equal to the portion of the Remaining Escrow Funds payable to the Company Warrant Holder pursuant to Section 3.1(b)(vii), for distribution to such Company Warrant Holder in accordance with Section 3.3. (f) At the Closing, Buyer will pay (or cause to be paid) on behalf of the Company, the Estimated Seller Transaction Expenses by wire transfer of immediately available funds to the payees, in the amounts, and to the accounts set forth in the Allocation Schedule; provided, however, that, for the avoidance of doubt, any Estimated Seller Transaction Expenses payable to employees of the Company and the related employer portion of the Taxes shall be deposited with the Surviving Corporation and paid through the payroll system of the Surviving Corporation on the first normal payroll date of the Surviving Corporation following such deposit, net of any applicable withholdings. (g) At the Closing, Buyer shall pay (or cause to be paid) on behalf of the Company, all amounts set forth in the Debt Payoff Letters in accordance with the related wire transfer instructions set forth therein.