Additional Closing Payments Sample Clauses

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 the Sellers’ Representative at least three (3) Business Days prior to the Closing Date.
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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.
Sample 1
Additional Closing Payments. (i) any reimbursable Consent Costs under Section 8.4; and
Sample 1
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.
Sample 1
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;
Sample 1
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).
Sample 1
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”).
Sample 1
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Additional Closing Payments. At the Closing, Parent shall or shall cause the Surviving Corporation to:
Sample 1

Related to Additional Closing Payments

  • Closing Payments At the Closing, Parent shall pay or cause to be paid the following amounts by wire transfers of immediately available funds:

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Closing Payment At the Closing, Buyer will pay or cause to be paid to Seller the Closing Payment Amount, by wire transfer of immediately available funds or by such other means as may be agreed upon by Seller and Buyer.

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • Additional Closing (i) Upon the terms and subject to the conditions set forth herein, five (5) calendar days following the filing with the Commission of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Closing. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closing shall occur at the offices of Xxxxx Xxxxxxx LLP, counsel to the Purchaser, or such other location as the parties shall mutually agree.

  • Additional Closings Following the Initial Closing, at any time and from time to time during and up to and including December 31, 2020 (the “Additional Closing Period”), the Company may, at one or more additional closings as determined by the Company (each an “Additional Closing” and together with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lenders in the Initial Closing or any prior Additional Closing, issue additional Notes to other investors (the “New Lenders”) up to the portion of the Loan Amount remaining after the Initial Closing on the same terms and conditions as set forth herein. The New Lenders may include persons or entities who are already Lenders under this Purchase Agreement and each New Lender shall execute and deliver a signature page to this Purchase Agreement and the Note to the Company, becoming a party to, and bound by, this Agreement to the same extent as if the New Lender had been a Lender at the Initial Closing and each such New Lender shall be deemed to be a Lender for purposes under this Agreement as of the date of the applicable Additional Closing. The Company, in its sole discretion, may shorten the Additional Closing Period.

  • Additional Closing Deliveries At each Closing, the Company shall deliver or cause to be delivered to the Investor the following (the“Company Deliverables”):

  • Subsequent Closing On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the Xxxxxxxxxxx B Shares, the GE B Shares, the Midwest B Shares, the Xxxxx B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

  • Subsequent Closings Subject to the satisfaction (or waiver by the Agent in its sole discretion) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes to be purchased by such Lenders at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on such Subsequent Closing Date, a principal amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing (each a “Subsequent Closing”) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to each Subsequent Closing, the date and time of such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with this Agreement (or such later date as is mutually agreed to by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

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