Common use of Buyer Closing Deliveries and Payments Clause in Contracts

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. 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. Upon At the terms and subject to Closing, the conditions set forth in this Agreement, Buyer shall deliver or cause to be delivered at the Closing the following: (a) to Selleraccounts of the lenders under the applicable Company Indebtedness and in accordance with the applicable Payoff Letters (the “Lenders Accounts”), by wire transfer of immediately available funds funds, the Company Indebtedness as set forth in the Preliminary Closing Statement; (b) to an account or accounts designated in writing of third parties to whom Transaction Expenses are owed as of the Closing, specified by Seller to Buyer the Sellers at least two (2) Business Days prior to the Closing Date, an amount in cash equal to Date (the Estimated Purchase Price less the Escrow Amount; (b) to the Escrow Agent“Transaction Expenses Accounts”), by wire transfer of immediately available funds to funds, the account designated Transaction Expenses as set forth in writing by the Escrow Agent prior to the Preliminary Closing Date, an amount in cash equal to the Escrow AmountStatement; (c) to accounts designated an account specified by payees of the Estimated Transaction Expenses each 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 an amount equal to pay in full (a) the Estimated Transaction Expenses Adjusted Base Purchase Price multiplied by the percentage set forth opposite such Seller’s name on the Acquired Securities Schedule minus (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 b) the Company for further distribution to Estimated Deductions multiplied by the applicable recipient, net of any applicable withholding Taxes, through percentage set forth opposite such Seller name on the applicable Group Company’s payroll procedure);Ownership Schedule; and (d) to the account or accounts designated in the Payoff LettersSellers, 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. 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 at least three (3) Business Days prior to the Closing Date, an amount in cash equal to (i) the Estimated Purchase Price less minus (ii) the Escrow Amount; ; (b) to the Escrow Agent, by wire transfer of immediately available funds to the account Escrow Account designated in writing by the Escrow Agent at least three (3) Business Days prior to the Closing Date, an amount in cash equal to the Escrow Amount; (c) in accordance with payment instructions provided in writing by Seller to accounts designated by payees of the Estimated Transaction Expenses Buyer 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 (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 Debt Payoff LettersLetters delivered by Seller to Buyer at least three (3) Business Days prior to the Closing Date, by wire transfer of immediately available funds, the amounts payable at Closing under the Debt Payoff Letters (the “Debt Payoff Amount”); and (e) the various certificates, instruments and documents referred to in Article 7.