Common use of Buyer Closing Deliveries and Payments Clause in Contracts

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 funds, the Sellers’ Representative Reserve to be held by the Sellers’ Representative pursuant to Section 11.2.6; and (g) the various certificates, instruments and documents referred to in Section 7.

Buyer Closing Deliveries and Payments. At Upon the Closingterms and subject to the conditions set forth in this Agreement, the Buyer Buyers shall deliver or cause to be delivered at or prior to the Closing (or at the time otherwise indicated below) the following: (ai) to each Sellerthe Seller Parties, in consideration for the applicable Acquired Interests, in the respective allocations to which such Seller Parties are entitled in accordance with this Agreement and the Consideration Schedule, an aggregate amount in cash equal to the Closing Cash Payment, by wire transfer of immediately available funds to an account the accounts designated in writing by such Seller to the Buyer Buyers not less than three two (32) Business Days prior to the Closing Date, an amount in cash equal to (i) anticipated date of 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 Closing; (ii) to Blocker Seller, in consideration for the applicable Blocker Interests, the Blocker Seller Equity Consideration as set forth in the Consideration Schedule, together with evidence of the issuance thereof to Blocker Seller, and the Buyers shall cause Blocker Buyer’s transfer agent (the “Transfer Agent”) to create an account to hold such Seller’s allocable Blocker Seller Equity Consideration registered in the name of Blocker Seller in book entry form; (iii) to the Sellers, in consideration for the applicable Company Units, the Company Equity Consideration as set forth in the Consideration Schedule, together with evidence of the issuance thereof to the Sellers, and the Buyers shall cause the Transfer Agent to create an account to hold the applicable portion of the Adjustment Escrow Amount Company Equity Consideration consisting of Pubco B Stock registered in the name of each Seller in book entry form; (iv) to the Company 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 suchapplicable), in a duly executed copy of each case as set forth on the Allocation ScheduleAncillary Agreement to which any Buyer or any of their Affiliates is to be party; (bv) on behalf of and as directed by the Acquired CompaniesCompany, to accounts specified by the Company at least three (3) Business Days prior to payees of the Closing DatePayoff Debt, by wire transfer of immediately available funds, such cash amounts as are necessary set forth in the Payoff Letters in respect of the Payoff Debt; (vi) on behalf of and as directed by the Company, to pay in full the Estimated payees of the Company Transaction Expenses; provided that with respect to , (or, (x) in the case of any Company 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 their terms following the Closing Date, to the Company or (y) in the case of any compensatory amounts, to an account designated by the Company and paid through the appropriate payroll procedures of the applicable Group Company) by wire transfer of immediately available funds, such amounts as are necessary to satisfy all Company Transaction Expenses (other than any payroll or employment Taxes included in the applicable lenders definition thereof); (evii) to the Escrow Agent, by wire transfer of immediately available funds, funds (ix) the Price Adjustment Escrow Amount and (y) the Blocker Adjustment Escrow Amount, each to be deposited into by the Escrow Account and (ii) Agent into separate escrow accounts designated by the Retention Escrow Amount Agent, to be deposited into held and distributed in accordance with the Retention terms of this Agreement and the Escrow AccountAgreement (the “Escrow Accounts”) by the Escrow Agent; (fviii) to an account specified by the Sellers’ Representative at least three (3) Business Days prior to the Closing DateRepresentative, by wire transfer of immediately available funds, an amount equal to the Sellers’ Representative Reserve Expense Amount; (ix) to be held by the Sellers’ Representative pursuant to Section 11.2.6Representative, the Franchise Termination Documents, duly executed by the applicable Buyer or Affiliate of Buyer; and (gx) any other document required to be delivered by any Buyer at the various certificates, instruments and documents referred Closing pursuant to in Section 7this Agreement.

Buyer Closing Deliveries and Payments. At Upon the Closingterms and subject to the conditions set forth in this Agreement, the Buyer shall deliver or cause to be delivered at the Closing 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 Group Companies, to accounts specified by the Company at least three (3) Business Days prior each holder of Indebtedness set forth on Schedule 2.3(a)(i), to the Closing Date, account or accounts designated in the applicable Debt Payoff Letter for such holder by wire transfer of immediately available funds, such cash the 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 dateset forth therein; (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; (dii) on behalf of the Acquired CompaniesSellers or the Company, 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 Dateas applicable, by wire transfer of immediately available funds, to the payees of the Estimated Transaction Expenses, the amount of the Estimated Transaction Expenses in accordance with the Expense Invoices; provided, however, that the aggregate amount of any Change in Control Payments to be made by Buyer will be paid to the applicable lenders thereofGroup Company, for the benefit of the recipients of such Change in Control Payments, whereupon such Group Company will (A) deduct or withhold from each amount due each such recipient any amount required to be deducted or withheld with respect to the making of such payment pursuant to Section 2.6 and (B) following any such required deduction or withholding, pay the remaining amounts to each such recipient in accordance with such Group Company’s normal payroll practices; (eiii) to the Escrow Agentaccount or accounts of each Seller, 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 designated in writing by the Sellers’ Representative to Buyer at least three (3) Business Days prior to the Closing Date, an amount by wire transfer of immediately available fundsfunds equal to such Seller’s Pro Rata Percentage of the Initial Cash Purchase Price (such amount in the aggregate for all Sellers, the “Closing Cash Payment”); (iv) to each Seller, a number of shares of Class A Common Stock equal to such Seller’s Pro Rata Percentage of the Closing CPI Shares (rounded down to the nearest whole share, with any fractional shares of Class A Common Stock resulting from calculating each Seller’s Pro Rata Percentage of the Closing CPI Shares instead being paid in cash, rounded to the nearest cent, to such Seller and accounted for by an increase in the Closing Cash Payment payable to such Seller, in an amount equal to the Closing Buyer Common Stock Price multiplied by the fractional share of Class A Common Stock, such that only an integral number of shares of Class A Common Stock will be issued to any given Seller) in book entry form; (v) to the Sellers, a certificate of an authorized officer of Buyer, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(b) and Section 7.2(c) have been satisfied; (vi) that certain Conditional Purchase Agreement, in a form consistent in all material respects with the terms and conditions of the BRI Conditional Purchase Agreement Term Sheet set forth on Exhibit B, by and among the Company, LSAIH and the Sellers (the “BRI Conditional Purchase Agreement”), duly executed by the Company; (vii) to the Sellers’ Representative Reserve Representative, a duly executed binder, attaching the final form of the R&W Insurance Policy (which will be subject to be held by the customary post-Closing conditions under the R&W Insurance Policy binder); (viii) to the Sellers’ Representative pursuant to Section 11.2.6Representative, a Lock-Up Agreement, in substantially the form set forth on Exhibit C, with each Seller (collectively the “Lock-Up Agreements”), duly executed by Xxxxx; and (gix) to the various certificatesSellers’ Representative, all other documents, instruments and documents referred certificates specifically required by this Agreement to in Section 7be delivered by Buyer at the Closing.

Buyer Closing Deliveries and Payments. At the Closing, the Buyer Buyers shall deliver or cause to be delivered the following: (a) to each Sellerthe Sellers, by wire transfer of immediately available funds to an account of the Sellers’ Representatives designated in writing by such Seller to the Buyer Crane not less than three two (32) Business Days prior to the Closing Date, an amount in cash equal to (i) the aggregate (A) US Net Purchase Price minus (B) the product of the US Stockholders Escrow Percentage multiplied by the Escrow Amount, such net amount of to be further distributed by the Sellers’ Representatives to the Sellers in accordance with 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 US Pro Rata Percentage and (ii) such Seller’s allocable portion the (A) Japan Net Purchase Price minus (B) the product of the Adjustment Japan Percentage multiplied by the Escrow Amount and the Retention Escrow Amount (in their 138052556_15 capacity as such)Amount, minus (iii) such Seller’s allocable portion of net amount to be further distributed by the Sellers’ Representative Reserve Representatives to the Sellers in accordance with each Seller’s Japan Pro Rata Percentage (in their capacity as suchit being understood and agreed that the holders of the In the Money Japan Options will receive from the Japan Net Purchase Price the amounts they are entitled to pursuant to Section 4.3.4 of the Stockholders Agreement), in each case as set forth on the Allocation Schedule; (b) on behalf of to the Acquired Companies, such cash amounts as are necessary to pay in full the Sellers’ Transaction Expenses, such amount to be further distributed by the Acquired Companies, by wire transfer of immediately available funds, to such accounts specified by the Company Sellers’ Representatives at least three two (32) Business Days prior to the Closing Date; (c) to the Escrow Agent, by wire transfer of immediately available funds, the Escrow Amount to be deposited into the Escrow Account; (d) to the US Holdco, to such accounts specified by the Sellers’ Representatives at least two (2) Business Days prior to the Closing Date, by wire transfer of immediately available funds, an amount of cash equal to (A) the aggregate amount of US Option Consideration payable to holders of US Options pursuant to Section 2.6.1 minus (B) the product of the US Optionholders Escrow Percentage multiplied by the Escrow Amount, such net amount to be further distributed by the Acquired Companies net of any required withholding Taxes to the holders of US Options pursuant to Section 2.6.1; (e) to such accounts specified by the Sellers’ Representatives at least two (2) Business Days prior to the Closing Date, the Preferred Stock Consideration; (f) to such accounts as specified in customary payoff letters relating to each item of Indebtedness of the Acquired Companies or any of their respective Subsidiaries set forth in Schedule 2.4.1(f) that are delivered by the Acquired Companies to Crane at least three (3) Business Days prior to the Closing, the aggregate amount of Indebtedness of the Acquired Companies or any of their respective Subsidiaries outstanding as of the Closing relating to each item of Indebtedness of the Acquired Companies or any of their respective Subsidiaries set forth in Schedule 2.4.1(f); (g) to such accounts specified by the Sellers’ Representatives at least two (2) Business Days prior to the Closing Date, 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 Japanese Intercompany Loans outstanding at 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 dateClosing; (ch) 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 such 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 Representatives at least three two (32) Business Days prior to the Closing Date, by wire transfer of immediately available fundssuch cash amounts as are necessary to pay in full the US Intercompany Loans outstanding at the Closing; (i) to the applicable Acquired Company for payment to the applicable Tax authorities, the Sellers’ Representative Reserve such amounts as are required to be held by withheld in respect of Taxes on the Sellers’ Representative pursuant to Section 11.2.6US Intercompany Loan and Japan Intercompany Loans payments; and (gj) the various certificates, instruments and documents referred to in Section Article 7.

Buyer Closing Deliveries and Payments. At Upon the Closingterms and subject to the conditions set forth in this Agreement, the Buyer shall deliver or cause to be delivered at the Closing the following: (ai) Buyer shall, or shall cause the Paying Agent to, make the following payments in cash on behalf of Buyer: (A) to each Sellerthe account or accounts designated in the Debt Payoff Letters by wire transfer of immediately available funds, the applicable portion of the Debt Payoff Amount payable under such Debt Payoff Letters; (B) to the Escrow Agent, by wire transfer of immediately available funds funds, the Escrow Amount to be deposited in an escrow account designated in writing established by such Seller the Escrow Agent pursuant 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 terms of the Adjustment Escrow Agreement (the “Escrow Account”), which Escrow Amount shall thereafter be disbursed in accordance with the terms of this Agreement 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 ScheduleAgreement; (bC) on behalf of to the Acquired Companies, to account or accounts specified designated by the Company at least three (3) Business Days prior to the Closing DateCompany, by wire transfer of immediately available funds, such cash amounts as are necessary to pay in full the Estimated Transaction Expenses; provided provided, however, that with respect to any Transaction Expenses that are payable to any current of former employee the aggregate amount of any Acquired Company, such amounts Change in Control Payments to be made by Buyer will be paid to the applicable Acquired Group Company, for the benefit of the recipients of such Change in Control Payments, whereupon such Group Company for further distribution will (A) deduct or withhold from each amount due each such recipient any amount required to be deducted or withheld with respect to the applicable making of such payment pursuant to Section 2.10 and (B) following any such required deduction or withholding, pay the remaining amounts to each such recipient through the applicable Acquired in accordance with such Group Company’s normal payroll provider on practices; provided, further, that the next regularly scheduled payroll dateaggregate amount of any Profit Sharing Plan Adjustment Payments to be made by Buyer will be paid to the Company, for the benefit of former securityholders of the Company who are receiving Profit Sharing Plan Adjustment Payments, whereupon the Company will pay such Profit Sharing Plan Adjustment Payments to each such recipient; (cD) 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 DateStockholder Representative, 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) funds to an account specified of the Stockholder Representative designated in writing by the Sellers’ Stockholder Representative to Buyer at least three (3) Business Days prior to the Closing Date, an amount in cash equal to the Representative Holdback Amount; and (E) within three Business Days after the Closing Date, to each Stockholder that has properly surrendered a Share Certificate (or affidavit of loss and indemnity in lieu thereof) to the Paying Agent, together with a properly completed, executed and delivered Letter of Transmittal, at least two Business Days prior to Closing pursuant to Section 2.5, by wire transfer of immediately available fundsfunds to an account of such Stockholder designated in writing by such Stockholder, the Sellers’ Representative Reserve to be consideration specified in Section 2.5(a) in exchange for the Shares held by such Stockholder, and shall after the Sellers’ Representative pursuant Closing pay other Stockholders who have properly surrendered a Share Certificate (or affidavit of loss and indemnity in lieu thereof), together with a properly completed, executed and delivered Letter of Transmittal, as provided in Section 2.5(a). (ii) to the Company, a certificate of an authorized officer of Buyer, dated as of the Closing Date, to the effect that the conditions specified in Section 11.2.66.2(b) and Section 6.2(c) have been satisfied; (iii) to the Company, a copy of the Certificate of Merger, duly executed by Merger Sub; and (giv) to the various certificatesCompany, all other documents, instruments and documents referred certificates specifically required by this Agreement to in Section 7be delivered by Buyer at the Closing.