Common use of Buyer Closing Deliveries and Payments Clause in Contracts

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 names and incumbency of each of the officers of Buyer or KCAP, as applicable, executing this Agreement or any Ancillary Agreement, (ii) the Organizational Documents of Buyer or KCAP, as applicable, and (iii) all resolutions adopted by the board of managers or board of directors (or equivalent body) of Buyer or KCAP, as applicable, in connection with this Agreement and the Contemplated Transactions; (viii) certificates of good standing as of a recent date with respect to each of Buyer and KCAP issued by the relevant Governmental Authority of such entity’s jurisdiction of organization; (ix) counterpart signature pages executed by Buyer and KCAP, as applicable to each Ancillary Agreement; and (x) copies of all documentation relating to all actions taken by (including any authorization, consent, waiver or approval) or in respect of (including notice to), or filings with, any Governmental Authority or other Person that were required in order to consummate the Contemplated Transactions.

Buyer Closing Deliveries and Payments. Contemporaneously herewithAt the Closing, the 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: (ia) to each Principal (each Shareholder, in respect of whom is designated Shares other than Rollover Shares held 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 Closingsuch Shareholder, by wire transfer of immediately available funds to the an account or accounts designated in writing by such Shareholder (or by the Closing Payment Certificate; (iiCompany or the Sellers’ Representative on behalf of such Shareholder) to the Escrow AgentBuyer not less than two (2) Business Days prior to the Closing Date, an amount in cash equal to the Escrow Cash Amount; (iiii) to each Principal (each of whom is hereby designated by the Sellers to receive the such Shareholder’s allocable portion of the Equity Consideration contemplated by this clause Purchase Price, minus (ii))) such Shareholder’s allocable portion of the Escrow Amount, on behalf minus (iii) such Shareholder’s allocable portion of the Sellers’ Representative Reserve, evidence from American Stock Transfer & Trust Company to in each case as set forth on 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 ClosingAllocation Schedule; (ivb) to the Escrow AgentCompany, 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 Amountfor further processing through payroll, the amount payable to such Person as specified in the Closing Payment Certificate by wire transfer of immediately available funds to an account designated in writing by the account or accounts of such Person specified in Company to the Buyer no less than two (2) Business Days prior to the Closing Payment CertificateDate, an amount in cash equal to (i) each Optionholder’s allocable portion of the Equity Purchase Price, minus (ii) such Optionholder’s allocable portion of the Escrow Amount, minus (iii) such Optionholder’s allocable portion of the Sellers’ Representative Reserve, in each case as set forth on the Allocation Schedule; (vic) to each Person accounts specified in by the Company at least two (2) Business Days prior to the Closing Payment Certificate Date, by wire transfer of immediately available funds, such cash amounts as a recipient are necessary to discharge in full any outstanding amount of payments in respect Indebtedness of Seller Transaction Expenses incurred on or before the Closing, Acquired Companies pursuant to the amount payable Credit Agreement; (d) to such Person as accounts specified in by the Company at least two (2) Business Days prior to the Closing Payment Certificate Date, by wire transfer of immediately available funds, such cash amounts as are necessary to pay in full the Transaction Expenses; (e) to the Company, for further processing through payroll, by wire transfer of immediately available funds to an account designated in writing by the account or accounts of such Person specified in Company to the Buyer no less than two (2) Business Days prior to the Closing Payment CertificateDate, such cash amounts as are necessary to pay in full each of the Transaction Bonus Payments; (viif) certificates to the Escrow Agent, by wire transfer of each of Buyer and KCAP in immediately available funds, the form of Exhibit H, dated as of Escrow Amount to be deposited into the date hereof, signed by the Secretary of Buyer or KCAP, as applicable, certifying as to (i) the names and incumbency of each of the officers of Buyer or KCAP, as applicable, executing this Agreement or any Ancillary Agreement, (ii) the Organizational Documents of Buyer or KCAP, as applicable, and (iii) all resolutions adopted by the board of managers or board of directors (or equivalent body) of Buyer or KCAP, as applicable, in connection with this Agreement and the Contemplated TransactionsEscrow Account; (viiig) certificates of good standing as of a recent date with respect to each of Buyer and KCAP issued an account specified by the relevant Governmental Authority Sellers’ Representative at least two (2) Business Days prior to the Closing Date, by wire transfer of such entity’s jurisdiction of organization; (ix) counterpart signature pages executed immediately available funds, the Sellers’ Representative Reserve to be held by Buyer and KCAP, as applicable the Sellers’ Representative pursuant to each Ancillary AgreementSection 11.2.6; and (xh) copies of all documentation relating the various certificates, instruments and documents referred to all actions taken by (including any authorization, consent, waiver or approval) or in respect of (including notice to), or filings with, any Governmental Authority or other Person that were required in order to consummate the Contemplated TransactionsSection 7.

Buyer Closing Deliveries and Payments. Contemporaneously herewithAt the Closing, the 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: (ia) to the Payment Agent, for further distribution to RHP, the Blocker Seller, each Principal (Electing Minority Holder, each of whom is designated by Selling Minority Holder, and the Sellers to receive a portion of the Cash Consideration contemplated by this clause (ithird party escrow account set forth in Section 2.4.1(g)), 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 an account or accounts designated in writing by the Sellers’ Representative to the Payment Agent not less than two (2) Business Days prior to the Closing Payment Certificate; (ii) to the Escrow AgentDate, an aggregate amount in cash equal to (i) RHP’s, the Blocker Seller’s, and each Electing Minority Holder’s and Selling Minority Holder’s allocable portion of the Purchase Price, minus (ii) RHP’s and the Blocker Seller’s allocable portions of the Escrow Cash Amount; Amount and Working Capital Escrow Account, minus (iii) to each Principal (each of whom is hereby designated by RHP’s and the Sellers to receive the Blocker Seller’s allocable portion of the Equity Consideration contemplated by this clause Sellers’ Representative Reserve, in each case as set forth on the Allocation Schedule (ii))on which Allocation Schedule, on behalf for the avoidance of doubt, 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 Buyer shall be delivered entitled to such Principal within two Business Days following rely, without inquiry and without any liability) (collectively, 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“Closing Cash Payment Amount”); (vb) to each Person accounts specified in by RHC at least two (2) Business Days prior to the Closing Payment Certificate Date, by wire transfer of immediately available funds, such cash amounts as a recipient are necessary to discharge in full the amount of payments Estimated Acquired Company Indebtedness pursuant to the Credit Agreement in respect of accordance with the payoff letter received in connection therewith; (c) to accounts specified by RHC at least two (2) Business Days prior to the Closing Debt AmountDate, by wire transfer of immediately available funds, such cash amounts as are necessary to pay in full the amount payable Transaction Expenses; (d) to such Person as specified in the Closing Payment Certificate RHP, for further processing through payroll, by wire transfer of immediately available funds to an account designated in writing by RHP to the account or accounts of such Person specified in Buyer no less than two (2) Business Days prior to the Closing Payment CertificateDate, such cash amounts as are necessary to pay in full each of the Transaction Bonus Payments; (vie) 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 ClosingEscrow Agent, the amount payable to such Person as specified in the Closing Payment Certificate by wire transfer of immediately available funds funds, the Escrow Amount to be deposited into the Escrow Account and the Working Capital Escrow Amount to be deposited into the Working Capital Escrow Account; (f) to an account specified by the Sellers’ Representative at least two (2) Business Days prior to the Closing Date, by wire transfer of immediately available funds, the Sellers’ Representative Reserve to be held by the Sellers’ Representative pursuant to Section 12.2.6; (g) to the third party escrow account or accounts of such Person to be specified in the Closing Statement, a portion of the Closing Cash Payment Certificate; (viiAmount, via wire transfer of immediately available funds from the Payment Agent, as required in accordance with the matters set forth on Section 10.2.1(d) certificates of each of the Disclosure Letter, which otherwise would have been payable to RHP and the Blocker Seller, and which amount shall be specified to 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 names and incumbency of each of the officers of Buyer or KCAP, as applicable, executing this Agreement or any Ancillary Agreement, (ii) the Organizational Documents of Buyer or KCAP, as applicable, and (iii) all resolutions adopted by the board of managers or board of directors (or equivalent body) of Buyer or KCAP, as applicable, in connection with this Agreement and the Contemplated Transactions; (viii) certificates of good standing as of a recent date with respect to each of Buyer and KCAP issued by the relevant Governmental Authority of such entity’s jurisdiction of organization; (ix) counterpart signature pages executed by Buyer and KCAP, as applicable to each Ancillary AgreementEstimated Closing Statement; and (xh) copies of all documentation relating the various certificates, instruments and documents referred to all actions taken by (including any authorization, consent, waiver or approval) or in respect of (including notice to), or filings with, any Governmental Authority or other Person that were required in order to consummate the Contemplated TransactionsSection 8.

Buyer Closing Deliveries and Payments. Contemporaneously herewithAt the Closing, Buyer (or both the Buyer and KCAP in the case of Sections 2.03(b)(vii), (viii), (ix) and (x)) Parent shall deliver or cause to be delivered at the Closing (or, as applicable, such later date as noted below) the following: (ia) 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 ClosingStockholders, by wire transfer of immediately available funds to the account or accounts designated in writing by the Seller Representative to the Buyer not less than five (5) Business Days prior to the Closing Payment Certificate; (ii) to the Escrow AgentDate, an amount in cash equal to (i) the Cash Consideration, minus (ii) (A) the Deposit, (B) the Escrow Cash Amount, (C) the Seller Representative Fund Amount; (D) the Accredited Option Payment, (E) the Warrant Payment; (iiib) to each Principal (each of whom is hereby designated accounts specified by the Sellers Company at least three (3) Business Days prior to receive the portion Closing Date, by wire transfer of immediately available funds, such cash amounts as are necessary to discharge in full any outstanding amount of Estimated Company Indebtedness, except for the Equity Consideration contemplated $75,000 contingent payment to Stone Creek Consulting, Inc., which will be payable pursuant to Section 8.15; (c) to accounts specified by this clause the Company at least three (ii))3) Business Days prior to the Closing Date, on behalf by wire transfer of immediately available funds, such cash amounts as are necessary to pay in full the SellersEstimated Transaction Expenses; (d) to the Company, evidence from American Stock Transfer & Trust for further processing through payroll, by wire transfer of immediately available funds to an account designated in writing by the Company to the effect that a share certificate representing a number of shares of KCAP Common Stock equal Buyer no less than five (5) Business Days prior to the 50% of excess of (x) Closing Date, such cash amounts as are necessary to pay in full the Equity Consideration over (y) Accredited Option Payment for further distribution to the Escrow Share Amount shall be delivered to such Principal within two Business Days following the ClosingAccredited Optionholders; (ive) to the Escrow AgentWarrantholders, 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 designated in writing by the Seller Representative to the Buyer not less than five (5) Business Days prior to the Closing Payment Certificate;Date, an amount in cash equal to the Warrant Payment. (vif) 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 ClosingCompany, the amount payable to such Person as specified in the Closing Payment Certificate for further processing through payroll, by wire transfer of immediately available funds to an account designated in writing by the account or accounts of such Person specified in Company to the Buyer no less than five (5) Business Days prior to the Closing Payment CertificateDate, such cash amounts as are necessary to pay in full each of the Estimated Transaction Bonus Payments; (viig) certificates to the Seller Representative, by wire transfer of each immediately available funds, the Seller Representative Fund Amount; (h) to the Escrow Agent, by wire transfer of Buyer and KCAP in immediately available funds, the form of Exhibit H, dated as of Escrow Cash Amount (the date hereof, signed by the Secretary of Buyer or KCAP, as applicable, certifying as to “Escrow Account”); (i) to the names and incumbency of each of Seller Representative, the officers of Buyer or KCAP, as applicable, executing this Agreement or any Ancillary Escrow Agreement, (ii) duly executed by the Organizational Documents of Buyer or KCAPBuyer, as applicablethe Parent and the Escrow Agent, and (iii) all resolutions adopted the various certificates, agreements, instruments and documents required to be delivered by the board of managers or board of directors (or equivalent body) of Buyer or KCAP, as applicable, in connection with this Agreement and the Contemplated Transactions; (viii) certificates of good standing as of a recent date with respect Parent at or prior to each of Buyer and KCAP issued by the relevant Governmental Authority of such entity’s jurisdiction of organization; (ix) counterpart signature pages executed by Buyer and KCAP, as applicable Closing referred to each Ancillary Agreementin Section 7; and (xj) copies of all documentation relating to all actions taken by (including any authorizationthe Stockholders, consentthe Accredited Optionholders, waiver or approval) or in respect of (including notice to)and the Warrantholders, or filings withthe Closing Stock Consideration, any Governmental Authority or other Person that were required in order to consummate minus the Contemplated TransactionsEscrow Stock Amount.