Buyer Closing Deliveries and Payments. Contemporaneously herewith, Buyer (or both Buyer and KCAP in the case of Sections 2.03(b)(vii), (viii), (ix) and (x)) shall deliver or cause to be delivered at the Closing (or, as applicable, such later date as noted below) the following:
(i) to each Principal (each of whom is designated by the Sellers to receive a portion of the Cash Consideration contemplated by this clause (i)), on behalf of the Sellers, an amount in cash equal to 50% of the Cash Consideration less (x) 50% of the Escrow Cash Amount less (y) 50% of the Closing Debt Amount and less (z) 50% of the amount of any unpaid Seller Transaction Expenses incurred on or before the Closing, by wire transfer of immediately available funds to the account or accounts designated in the Closing Payment Certificate;
(ii) to the Escrow Agent, an amount in cash equal to the Escrow Cash Amount;
(iii) to each Principal (each of whom is hereby designated by the Sellers to receive the portion of the Equity Consideration contemplated by this clause (ii)), on behalf of the Sellers, evidence from American Stock Transfer & Trust Company to the effect that a share certificate representing a number of shares of KCAP Common Stock equal to the 50% of excess of (x) the Equity Consideration over (y) the Escrow Share Amount shall be delivered to such Principal within two Business Days following the Closing;
(iv) to the Escrow Agent, a share certificate representing a number of shares of KCAP Common Stock equal to the Escrow Share Amount (which certificate shall be delivered within two Business Days following the Closing);
(v) to each Person specified in the Closing Payment Certificate as a recipient of payments in respect of the Closing Debt Amount, the amount payable to such Person as specified in the Closing Payment Certificate by wire transfer of immediately available funds to the account or accounts of such Person specified in the Closing Payment Certificate;
(vi) to each Person specified in the Closing Payment Certificate as a recipient of payments in respect of Seller Transaction Expenses incurred on or before the Closing, the amount payable to such Person as specified in the Closing Payment Certificate by wire transfer of immediately available funds to the account or accounts of such Person specified in the Closing Payment Certificate;
(vii) certificates of each of Buyer and KCAP in the form of Exhibit H, dated as of the date hereof, signed by the Secretary of Buyer or KCAP, as applicable, certifying as to (i) the n...
Buyer Closing Deliveries and Payments. Upon the terms and subject to the conditions set forth in this Agreement, Buyer shall deliver or cause to be delivered at the Closing the following:
(a) to Seller, by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Buyer prior to the Closing Date, an amount in cash equal to the Estimated Purchase Price less the Escrow Amount; (b) to the Escrow Agent, by wire transfer of immediately available funds to the account designated in writing by the Escrow Agent prior to the Closing Date, an amount in cash equal to the Escrow Amount;
(c) to accounts designated by payees of the Estimated Transaction Expenses prior to the Closing Date, by wire transfer of immediately available funds, such cash amounts as are necessary to pay in full the Estimated Transaction Expenses (other than any Transaction Expenses that are compensatory for applicable Income Tax purposes and payable to any current or former employee of a Group Company, which compensatory amounts will be paid to the Company for further distribution to the applicable recipient, net of any applicable withholding Taxes, through the applicable Group Company’s payroll procedure);
(d) to the account or accounts designated in the Payoff Letters, by wire transfer of immediately available funds, the amounts payable under the Payoff Letters (the “Debt Payoff Amount”); and
(e) the various certificates, instruments and documents referred to in Article 7.
Buyer Closing Deliveries and Payments. At the Closing, the Buyer shall deliver or cause to be delivered the following:
(a) to each Seller, by wire transfer of immediately available funds to an account designated in writing by such Seller to the Buyer not less than three (3) Business Days prior to the Closing Date, an amount in cash equal to (i) the aggregate amount of each Seller’s allocable portions of an amount equal to (y) the Purchase Price less (z) the aggregate amount of all Closing Option Consideration, minus (ii) such Seller’s allocable portion of the Adjustment Escrow Amount and the Retention Escrow Amount (in their 138052556_15 capacity as such), minus (iii) such Seller’s allocable portion of the Sellers’ Representative Reserve (in their capacity as such), in each case as set forth on the Allocation Schedule;
(b) on behalf of the Acquired Companies, to accounts specified by the Company at least three (3) Business Days prior to the Closing Date, by wire transfer of immediately available funds, such cash amounts as are necessary to pay in full the Estimated Transaction Expenses; provided that with respect to any Transaction Expenses that are payable to any current of former employee of any Acquired Company, such amounts will be paid to the applicable Acquired Company for further distribution to the applicable recipient through the applicable Acquired Company’s payroll provider on the next regularly scheduled payroll date;
(c) to the applicable Acquired Company, an amount equal to the Closing Option Consideration for each Optionholder, for further distribution to each Optionholder in accordance with the Allocation Schedule and Section 2.5;
(d) on behalf of the Acquired Companies, an amount equal to the Estimated Company Indebtedness pursuant to clause (a) of the definition of Company Indebtedness, if any, to accounts specified in the applicable Payoff Letters, if any, with respect to such Company Indebtedness, which Payoff Letters shall have been received by at least one (1) Business Day prior to the Closing Date, by wire transfer of immediately available funds, to the applicable lenders thereof;
(e) to the Escrow Agent, by wire transfer of immediately available funds, (i) the Adjustment Escrow Amount to be deposited into the Escrow Account and (ii) the Retention Escrow Amount to be deposited into the Retention Escrow Account;
(f) to an account specified by the Sellers’ Representative at least three (3) Business Days prior to the Closing Date, by wire transfer of immediately available fu...
Buyer Closing Deliveries and Payments. Upon the terms and subject to the conditions set forth in this Agreement, Buyer shall deliver or cause to be delivered at the Closing the following:
(i) to each Seller, an amount in cash equal to the amount set forth opposite such Seller’s name in the Closing Payment Certificate, payable to such Seller by wire transfer of immediately available funds to the account or accounts of such Seller designated in the Closing Payment Certificate; provided, however, that the aggregate payments pursuant to this clause shall not exceed the Estimated Closing Purchase Price;
(ii) to the Escrow Agent, by wire transfer of immediately available funds, the Escrow Amounts;
(iii) to each Person specified in the Closing Payment Certificate as a recipient of payments in respect of the Closing Debt Amount, the amount payable to such Person as specified in the Closing Payment Certificate; and
(iv) to each Person specified in the Closing Payment Certificate as a recipient of payments in respect of Seller Transaction Expenses, the amount payable to such Person as specified in the Closing Payment Certificate. The appropriate withholding agent will be entitled to deduct and withhold, or cause to be deducted and withheld, from any amounts payable under this Agreement or the Escrow Agreement any withholding Taxes or other amounts required under the Code or any applicable Legal Requirement to be deducted and withheld. To the extent that any such amounts are so deducted or withheld, such amounts will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.
Buyer Closing Deliveries and Payments. At the Closing, Buyer shall deliver or cause to be delivered the following:
(a) to an account designated in writing by PSC, on its own behalf and on behalf of Ross, not less than two (2) Business Days prior to the Closing Date, by wire transfer of immediately available funds, an amount in cash equal to the difference of (i) the Purchase Price minus (ii) the Indemnity Escrow Amount;
(b) to an account designated in writing by the Escrow Agent not less than two (2) Business Days prior to the Closing Date, by wire transfer of immediately available funds an amount equal to the Indemnity Escrow Amount, to be deposited pursuant to the Escrow Agreement;
(c) to accounts specified by PSC at least two (2) Business Days prior to the Closing Date and in the amounts specified in the Estimated Closing Statement, by wire transfer of immediately available funds such amounts as are necessary to pay in full the unpaid Company Transaction Expenses;
(d) to accounts and in the amounts specified in the payoff letters for the Closing Indebtedness, if any; and
(e) the various certificates, instruments and documents referred to in Article 6.
Buyer Closing Deliveries and Payments. At the Closing, the Buyer shall deliver or cause to be delivered the following:
(a) to the Seller, by wire transfer of immediately available funds to an account designated in writing by the Seller (or by the Company on behalf of the Seller) to the Buyer not less than two (2) Business Days prior to the Closing Date, an amount in cash equal to (i) the Purchase Price, minus (ii) the Escrow Amount;
(b) to accounts specified by the Company at least two (2) Business Days prior to the Closing Date, by wire transfer of immediately available funds, such cash amounts as are necessary to discharge in full any outstanding amount of Indebtedness of the Company pursuant to the Loan Agreement;
(c) to accounts specified by the Company at least two (2) Business Days prior to the Closing Date, by wire transfer of immediately available funds, such cash amounts as are necessary to pay in full the Transaction Expenses;
(d) [intentionally omitted]
(e) to the Escrow Agent, by wire transfer of immediately available funds, the Purchase Price Adjustment Escrow Amount (to be held in a separate sub-account referred to herein as the “Purchase Price Adjustment Escrow Sub-Account”) and the Indemnity Escrow Amount (to be held in a separate sub-account referred to herein as the “Indemnity Escrow Sub-Account”); and
(f) the various certificates, instruments and documents referred to in Section 7. -12-
Buyer Closing Deliveries and Payments. At the Closing, the Buyer shall deliver or cause to be delivered the following:
(a) to the Seller, by wire transfer of immediately available funds to an account of the Seller designated in writing by the Seller to the Buyer not less than two (2) Business Days prior to the Closing Date, an amount in cash equal to the Purchase Price;
(b) to accounts and in the amounts specified by the Seller at least two (2) Business Days prior to the Closing Date, by wire transfer of immediately available funds, such cash amounts as are necessary to pay in full the Transaction Expenses;
(c) to an account of Lynx, for payment as soon as reasonably practical on or after the Closing Sale through Lynx’s payroll system to the recipients thereof and in the amounts as set forth on Schedule II, the Transaction Bonus Amount;
(d) to the other parties thereto, each of the Ancillary Agreements to which the Buyer is a party; and
(e) to the Seller, the various other certificates, instruments and documents referred to in Article 7.
Buyer Closing Deliveries and Payments. Upon the terms and subject to the conditions set forth in this Agreement, Buyer shall deliver or cause to be delivered at the Closing to Seller, an aggregate amount in cash equal to the Purchase Price (estimated as provided in Section 2.05 below), by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer not less than two (2) Business Day prior to the Closing Date. Buyer will be entitled to deduct and withhold from any amounts payable under this Agreement any withholding Taxes or other amounts required to be withheld by the Buyer under the Code or any applicable Legal Requirement to be deducted and withheld. To the extent that any such amounts are so deducted or withheld, such amounts will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.
Buyer Closing Deliveries and Payments. At the Closing, the Buyer shall deliver or cause to be delivered the following:
(a) to accounts specified by the Seller at least two (2) Business Days prior to the Closing Date, by wire transfer of immediately available funds, such cash amounts as are necessary to pay in full the Estimated Company Indebtedness, in each case to the extent such Estimated Company Indebtedness is incurred or payable, but unpaid, as of the Closing;
(b) to accounts specified by the Seller at least two (2) Business Days prior to the Closing Date, by wire transfer of immediately available funds, such cash amounts as are necessary to pay in full the Estimated Transaction Expenses, in each case to the extent such Estimated Transaction Expenses are incurred or payable, but unpaid, as of the Closing, and subject to applicable income and employment Tax withholding;
(c) to the Escrow Agent, by wire transfer of immediately available funds, the Adjustment Escrow Amount and the Indemnification Escrow Amount;
(d) to an account specified by the Seller at least two (2) Business Days prior to the Closing Date, by wire transfer of immediately available funds, such cash amounts as are necessary to pay in full the Closing Date Purchase Price; and
(e) to the Seller, the various certificates, instruments and documents referred to in Article 7.
Buyer Closing Deliveries and Payments. Upon the terms and subject to the conditions set forth in this Agreement, Buyer shall deliver or cause to be delivered at the Closing the following:
(1) to the Wexford Sellers Representative, on behalf of the Wexford Sellers, and to the Reliance Sellers Representative, on behalf of the Reliance Sellers, (x) an amount in cash equal to the Cash Consideration (estimated as provided in Section 2.05(b) below), by wire transfer of immediately available funds, and (y) the TFI Shares; the portion of the Cash Consideration and Equity Consideration attributable to each Seller shall be as set forth on Section 2.04(a) of the Company Disclosure Schedules (such portion attributable to each Seller, such Seller’s “Consideration Pro Rata Portion”);
(2) to each Person specified in the Estimated Closing Statement as a recipient of payments in respect of the Funded Debt Amount, the amount payable to such Person as specified in the Estimated Closing Statement by wire transfer of immediately available funds to the account or accounts set forth in the Estimated Closing Statement; and
(3) evidence satisfactory to Sellers of the Required Regulatory Approvals.
