Calculation of Closing Payment Sample Clauses

Calculation of Closing Payment. Pursuant to the cancellation and termination of each Cancelled Company Option, each Optionholder shall be entitled to receive, with respect to each such Cancelled Company Option, an amount in cash equal to the excess (if any) of (A) the Per Share Merger Consideration over (B) the applicable exercise price per share of Common Stock issuable under such Cancelled Company Option (the “Closing Option Consideration”), together with such Optionholder’s Pro Rata Share of any Additional Merger Consideration that may become payable in accordance with the terms of this Agreement, in each case less applicable taxes withheld in accordance with Section 3.10.
Sample 1
AutoNDA by SimpleDocs
Calculation of Closing Payment. No later than three Business Days prior to the date on which the Closing is scheduled to occur, Seller shall deliver to Purchaser a good faith estimate of the Closing Statement and, based on such estimated Closing Statement, a good faith estimate of (x) the value of the Acquired Assets less (y) the amount of the total Deposits, in each case as set forth on the Closing Statement (such difference, whether positive or negative, the “Estimated Net Asset Value”), and a good faith estimate of the Deposit Premium and the Purchase Price. Such certificate shall be in form and substance reasonably satisfactory to Purchaser and Seller. Seller shall also deliver to Purchaser copies of all workpapers and other documents used in the calculation of Estimated Net Asset Value, the Deposit Premium and Purchase Price as necessary to allow Purchaser and Seller to determine the adjustments to the Purchase Price hereunder.
Sample 1
Calculation of Closing Payment. No later than three Business Days prior to the date on which the Closing is scheduled to occur, Seller shall deliver to Purchaser a good faith estimate of the Closing Statement and, based on such estimated Closing Statement, a good faith estimate of (x) the value of the Acquired Assets less (y) the value of the Assumed Liabilities, in each case as set forth on the Closing Statement (such difference, whether positive or negative, the “Estimated Net Asset Value”). Such certificate shall be in form and substance reasonably satisfactory to Purchaser and Seller. Seller shall also deliver to Purchaser copies of all workpapers and other documents used in the calculation of Estimated Net Asset Value as necessary to allow Purchaser and Seller to determine the adjustments to the Purchase Price hereunder.
Sample 1
Calculation of Closing Payment. (a) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent (i) the Closing Financial Statements and (ii) a statement (the “Closing Statement”) setting forth in reasonable detail the Company’s calculation of the (A) Bond Deposit, (B) the Estimated Net Working Capital, (C) the Estimated Debt, (D) the Estimated NOL Tax Benefit, (E) the Estimated Transaction Costs, (F) the Estimated Approved Capital Expenditures, and (G) the Estimated Change in Control Costs,. The Company shall use all reasonable efforts to deliver to Parent, not later than three (3) Business Days prior to the Closing Date, (1) a list of all Persons entitled to payment of any Transaction Costs and/or Change in Control Costs and the amounts owed to each such Person, (2) the wire transfer or other payment instructions for each such Person, and (3) copies of any invoices that have been received by the Company from any Persons entitled to payment of any Transaction Costs.
Sample 1
Calculation of Closing Payment. The term “Closing Payment” means an amount (without duplication) equal to: (i) the Base Consideration, plus (ii) the Estimated Net Working Capital, plus (iii) the Estimated Inventory, plus (iv) the Estimated Reimbursable Capital Expenditures.
Sample 1

Related to Calculation of Closing Payment

  • Closing Payment The Purchase Price, as adjusted by the application of the Deposit and by the prorations and credits specified herein, shall be paid, by wire transfer of immediately available federal funds (through the escrow described in Section 5 below), as and when provided in Section 5.2.2 below and in the “Escrow Agreement” (as hereinafter defined). The amount to be paid under this Section 3.2 is referred to herein as the “Closing Payment.”

  • 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 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.

  • 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.

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Closing; Payment for the Mortgage Loans The closing of the purchase and sale of the Mortgage Loans shall be held at the New York City office of Xxxxxxx Xxxxxxxx & Xxxx LLP at 10:00 AM New York City time on the Closing Date. The closing shall be subject to each of the following conditions:

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • PAYMENT OF CLOSING COSTS In addition to the costs set forth in Paragraphs 3.1 and 3.2, Purchaser and Seller shall each pay for one-half of the costs of the documentary or transfer stamps to be paid with reference to the "Deed" (hereinafter defined) and all other stamps, intangible, transfer, documentary, recording, sales tax and surtax imposed by law with reference to any other sale documents delivered in connection with the sale of the Property to Purchaser and all other charges of the Title Insurer in connection with this transaction.

  • Rental Adjustment The lesser of (i) 2%, or (ii) 1.25 times the change in the Price Index, as described in Section 4.02.

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!