Payments at the Closing Clause Samples
The "Payments at the Closing" clause defines the financial obligations that must be fulfilled by the parties at the time the transaction is finalized. Typically, this clause specifies the exact amounts to be paid, the parties responsible for making and receiving payments, and the method or timing of such payments—such as wire transfers or certified checks—on the closing date. Its core practical function is to ensure that all monetary exchanges are clearly outlined and executed at the moment of closing, thereby preventing disputes and ensuring a smooth transfer of ownership or completion of the transaction.
POPULAR SAMPLE Copied 1 times
Payments at the Closing. (a) At the Closing, the Company shall use a portion of the Available Cash Amount to repay or cause to be repaid Indebtedness of Tempo and its Subsidiaries such that the indebtedness for borrowed money of Tempo and its Subsidiaries as of immediately following the Closing shall not exceed the Target Debt Amount. No later than three (3) Business Days prior to the Closing, Tempo shall deliver to FTAC a statement setting forth the amount(s) of any indebtedness to be paid at the Closing in accordance with this Section 4.02(a), together with customary payoff statements with respect to such repayment.
(b) At the Closing, the Company shall use a portion of the Available Cash Amount to pay, or cause to be paid, the FTAC Transaction Expenses and Tempo Transaction Expenses in the amounts and in accordance with the wire transfer instructions set forth in the reports to be delivered pursuant to Section 4.03.
Payments at the Closing. (a) At the Closing, in full satisfaction of the Purchase Price and certain other obligations, the Optionee shall, subject to the provisions of clauses (b) and (c) of this Section 3.7:
(i) Pay the Seller in accordance with Section 3.7(c) an amount (the "Cash Component") equal to: (A) the Purchase Price, less (B) (1) the sum of any and all amounts owed by the Seller to the Optionee under the terms of (x) the Amended and Restated Credit Agreement and (y) the Amended and Restated Note, and (2) the Settlement Amount, if any, owed to the Optionee by the Seller pursuant to Section 3.7(b)(iii); and
(ii) Deliver to the Seller the Amended and Restated Note, marked "cancelled".
(b) At the Closing, the Seller or the Optionee, as the case may be, shall pay in accordance with Section 3.7(c) or, in the case of clause (iii) of this Section 3.7(b), offset such amount from the Cash Component in accordance with Section 3.7(a)(i), as follows:
(i) An amount (which may be a positive or negative number) equal to (x) the sum of any and all amounts owed by the Optionee to the Seller under the terms of the Optionee LMA and any other Transaction Document, in each case on and as of the Closing Date, less (y) the sum of any and all amounts owed by the Seller to the Optionee under the terms of any other Transaction Document, in each case on and as of the Closing Date (the "Settlement Amount");
(ii) If the Settlement Amount is a positive number, the Optionee shall pay the Seller the absolute value of such Settlement Amount; and
(iii) If the Settlement Amount is a negative number, the Optionee shall deduct from the Cash Component, in accordance with Section 3.7(a)(i), the absolute value of such Settlement Amount.
(c) The payment of the Cash Component shall be made by bank wire transfer of immediately available funds denominated in U.S. dollars to such bank account or accounts as is/are designated by the Seller for such purpose not less than two (2) Business Days before the date such payment is required to be made. The payment of the Settlement Amount pursuant to Section 3.7(b)(ii) shall be made by bank wire transfer of immediately available funds denominated in U.S. dollars to such bank account or accounts as is/are designated by the Seller for such purpose not less than two (2) Business Days before the date such payment is required to be made.
Payments at the Closing. (a) Each of the purchase price to be paid by Athene Iowa for the Athene Iowa Assets (the “Athene Iowa Consideration Amount”) and the purchase price to be paid by Athene Delaware for the Athene Delaware Assets (the “Athene Delaware Consideration Amount” and, together with the Athene Iowa Consideration Amount, the “Closing Consideration Amount”) shall be calculated based on the value of such Assets as of the Pricing Date in accordance with the methodology set forth on Schedule 1 attached hereto. Seller shall, upon the reasonable written request of the Buyer Representative and subject to the terms and conditions of the Merger Agreement, exercise Seller’s right pursuant to Schedule C of the Merger Agreement to request that AMTG challenge the pricing methodologies used in determining the Company Book Value pursuant to the Merger Agreement.
(b) Within five (5) Business Days following the Pricing Date Seller shall prepare and deliver to the Buyer Representative its initial calculations of the Athene Iowa Consideration Amount and the Athene Delaware Consideration Amount. At least three (3) Business Days prior to the Closing Date, Seller shall deliver to the Buyer Representative a written notice setting forth the calculation of the Athene Iowa Consideration Amount and the Athene Delaware Consideration Amount, in each case, less any amount thereof attributable to a Nonassignable Asset (the “Closing Date Calculation Notice”).
(c) At the Closing, (i) subject to Section 2.6, Athene Iowa shall pay to Seller in consideration for all of the Athene Iowa Assets (other than any Nonassignable Asset) an amount in cash equal to the Athene Iowa Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset as set forth in the Closing Date Calculation Notice, by wire transfer of immediately available funds to an account or accounts designated by Seller no fewer than three (3) Business Days prior to the Closing Date, (ii) subject to Section 2.6, Athene Delaware shall pay to Seller in consideration for all of the Athene Delaware Assets (other than any Nonassignable Asset) an amount in cash equal to the Athene Delaware Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset as set forth in the Closing Date Calculation Notice, by wire transfer of immediately available funds to an account or accounts designated by Seller no fewer than three (3) Business Days prior to the Closing Date, and (iii) Seller shall deliver the Ass...
Payments at the Closing. At the Closing, Buyer shall make (or cause one or more of its Affiliates to make) the following payments, in each case by wire transfer of immediately available funds to the account(s) designated to Buyer in writing by Seller Representative on behalf each Seller and each other payee prior to the Closing Date:
(a) to the holders of Closing Date Debt set forth in the Closing Estimates (which amount shall also contain the wire instructions for each such Person), the payoff amounts, as specified in each Payoff Letter, except for any Closing Date Debt that the Purchaser agrees may remain outstanding; provided that such amount of any Closing Date Debt so continued shall be deducted in determining the Closing Payment;
(b) to the holders of Closing Date Company Expenses set forth in the Closing Estimates (which such schedule shall also contain wire instructions for each such Person);
(c) an amount to each Seller of such Seller’s pro rata portion (the aggregate amount of all such payments, the “Closing Payment”), which shall be paid by wire transfer of immediately available funds into an account or accounts designed by the Seller Representative on the Closing Date of:
(i) the Closing Cash Payment; minus;
(ii) the PP Holdback; plus
(iii) the Closing Date Cash; minus
(iv) the Closing Date Debt; minus
(v) the Closing Date Company Expenses; plus
(vi) the amount, if any, by which the Closing Net Working Capital exceeds the Target Net Working Capital; minus;
(vii) the amount, if any, by which the Closing Net Working Capital is less than the Target Net Working Capital.
(d) Upon delivery of the payments by Buyer in accordance with this Section 2.2, B▇▇▇▇’s obligations to pay the Closing Payment shall be deemed satisfied and discharged to the extent of such payment.
Payments at the Closing. At the Closing, the Buyer shall pay to the Seller, by wire transfer into an account or accounts designated in writing by ▇. ▇▇▇▇▇, that portion of the Purchase Price (the "Initial Payment") which is equal to the Estimated Purchase Price minus Six Million Dollars ($6,000,000), and shall pay Six Million Dollars ($6,000,000) (the "Escrow Payment") into escrow in accordance with Section 3.8.
Payments at the Closing. On or prior to the Closing Date, Acquiror shall have made the payments contemplated by Section 1.4(a)(vi) [and 1.4(a)(x)].
Payments at the Closing. Buyer will deliver the Purchase Price at the Closing as follows:
Payments at the Closing. In accordance with Section 1.01 of the Purchase Agreement, Buyer shall deliver the Estimated Aggregate Closing Consideration to an account designated by the Seller Representative.
Payments at the Closing. (a) At the Closing, Purchaser shall pay, or cause to be paid, by wire transfer of immediately available funds, to the applicable accounts and in accordance with the wire instructions set forth in the Closing Funds Flow Statement, the: (i) Estimated Indebtedness in accordance with the terms set forth in the Payoff Letters and the Closing Funds Flow Statement; (ii) Escrow Amount to the Escrow Agent; and (iii) Estimated Closing Consideration minus the Escrow Amount to Seller (collectively, the “Closing Payments”).
(b) At least three (3) Business Days prior to the Closing, Seller shall prepare and deliver to Purchaser a funds flow statement (the “Closing Funds Flow Statement”), setting forth in reasonable detail (i) the specific amount of consideration to be paid to each applicable Party under Section 2.6(a), and (ii) the account, wiring instructions and other material information necessary for Purchaser’s payment of such amounts.
Payments at the Closing. On or before the Closing Date, all of the Company’s out- standing liabilities (collectively, the “Company Liabilities”) shall be fully paid and irrevocably discharged. Such payments shall be made utilizing cash on hand as of the Closing Date. Giving effect to these payments, the Parties hereby acknowledge and agree that the Company shall, on the Closing Date and as of the Closing, have no liabilities and no assets.