Common use of Payments by Parent Clause in Contracts

Payments by Parent. At the Closing, Parent shall furnish (or cause to be furnished) the “Parent Closing Merger Consideration” to the Stockholders in accordance with this Agreement, which equals Two Hundred Sixty One Million One Hundred Twenty Seven Thousand Dollars ($261,127,000.00) (the “Parent Purchase Price”): (A) Less: a. Parent’s Pro Rata Portion of the Indemnification Escrow Amount; b. Parent’s Pro Rata Portion of the Indebtedness Payoff Amount; c. Parent’s Pro Rata Portion of the Transaction Expenses Amount; d. Parent’s Pro Rata Portion of the Stockholder Representative Expense Amount; and e. Parent’s 50% portion of the HoldCo R&W Insurance Cost.