Additional Closing Payments. At the Closing, Buyer shall deliver to the holders of the Companies’ Indebtedness, the amounts set forth in payoff letters delivered to Buyer by each such holder at least three (3) Business Days prior to the Closing Date, in accordance with wire instructions set forth in each such payoff letter. In addition, at the Closing, Buyer shall deliver to the creditors of the Sellers’ Expenses the amounts set forth on a Certificate of Sellers’ Expenses delivered to Buyer by Seller Representative at least one (1) Business Days prior to the Closing Date.
Additional Closing Payments. At the Closing, Parent shall or shall cause the Surviving Corporation to:
Additional Closing Payments. On the Closing Date and on behalf of the Company, either Acquirer or Surviving Corporation and subject to the timely receipt by the Acquirer of the appropriate invoices and pay off letters, shall pay: (i) the Comerica Debt that is reflected in the calculation of Company Net Working Capital, (ii) the balance required to pay in full the amounts outstanding pursuant to the Company Notes that are reflected in the calculation of Company Net Working Capital and (iii) Transaction Expenses reflected in the calculation of Company Net Working Capital.
Additional Closing Payments. (i) any reimbursable Consent Costs under Section 8.4; and
Additional Closing Payments. In addition to the Purchase Price, at the Closing Date, Buyer shall pay to Seller (a) a portion of the “Shared Costs” (as defined in the Reimbursement Agreement [as defined in the Phase 1 Purchase Agreement]) paid by Seller, in its capacity as Owner of the property identified in the Reimbursement Agreement as “Parcel 2”, prior to the Closing Date under the Reimbursement Agreement and not previously paid by Buyer pursuant to the Phase 1 Purchase Agreement or the Development Services Agreement (as defined in the Xxxxx 0 Xxxxxxxx Xxxxxxxxx), (x) the traffic impact fees attributable to the Property and paid by Seller prior to the Closing Date, provided that Buyer’s payment for traffic impact fees shall not exceed the sum of (x) the positive difference between $5,600,000 less the traffic impact fees previously paid by Buyer pursuant to the Phase 1 Purchase Agreement or Development Services Agreement with respect to Phase 1, plus (y) any actual additional traffic impact fees imposed by the City of San Xxxx and attributable to the FAR Increase, if any, and (c) the costs of site development improvements to the Property or offsite improvements benefiting the Property (such as paving improvements to specifications required for construction of the parking structure on the Phase 2 Parking Parcel or installation of utility lines and hookups) made after the date of the Grant, provided that Buyer has approved in writing and in advance the plans and specifications for such improvements and the estimated cost thereof (collectively, the “Accrued Expenses”). Except as expressly provided in this Section 12.5, Buyer shall not reimburse Seller for or otherwise be responsible or liable for any other accrued expenses incurred by Seller in connection with the ownership or development of the Property.
Additional Closing Payments. (a) Buyer shall, at the Closing, satisfy, or provide the Company with the funds sufficient to pay the "note payable other" as such term appears on the Company's financial statements;
Additional Closing Payments. In addition to the Purchase Price, Buyer shall pay Seller (i) at the Closing all Ordinary Procedure Expenses properly incurred by Seller, provided that such payment to Seller shall be limited to a maximum of $75,000; and (ii) if not already paid pursuant to Section 2(h) all Extraordinary Procedure Expenses properly incurred by Seller prior to closing. Buyer shall also pay Buyer's share of prorations and closing costs as provided in Section 8(h) and (i).
Additional Closing Payments. The Company shall use commercially reasonable efforts to pay, prior to the Closing, all salary, wages, bonuses, accrued vacation, benefits, perquisites, all commissions and spiffs owed to Employees for the second quarter of 2014, change of control benefits and payments and any and all other benefits and compensation due to Employees for the period ending as of the Closing (such payments, the “Additional Closing Payments”). For the avoidance of doubt, the Company shall not be obligated to, and shall not make any payments in connection with commissions and spiffs earned during the period between July 1, 2014 and the Closing pursuant to the Sales Incentive Bonus set forth in the Bizo, Inc. 2014 Compensation Plan (“Third Quarter Payments”).
