Cash Payments and Adjustments at Closing Sample Clauses

Cash Payments and Adjustments at Closing. At the Closing (as defined in Section 1.11), Purchaser will pay Seller (by check or wire transfer) an amount equal to the book value of the Equipment, the Inventory and Prepaid Expenses included in the Purchased Assets as of the Closing Date, plus any amounts to be reimbursed or credited to Seller pursuant to Section 1.6 or this Section 1.9, less any amounts to be reimbursed or credited to Purchaser pursuant to Section 1.6. As of June 30, 1999, the parties have determined that the book value of the Equipment is $553,570, the book value of the Inventory is $70,000, and the book value of the Prepaid Expenses is $76,802. In determining amounts due to Seller pursuant to this Section 1.9, on and as of the Closing Date, the Purchaser and the Seller shall pro rate all payments made by Seller under the Assumed Contracts in advance of the Closing Date with respect to payments applicable to the month in which the Closing Date occurs. In addition, the deposit made by Seller under the Britannia Agreement shall be remitted to Seller, or in lieu of such remittance, the amount of such deposits shall be added to the Purchase Price and paid to the Seller by the Purchaser. On the Closing Date, or as soon as practicable thereafter, the Seller and Purchaser shall develop in good faith a statement of adjustments setting forth the various allocations described in this Section 1.9. Any party owing funds to the other party shall remit such amounts as soon as practicable, but in any event within 30 days after demand therefor.
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Related to Cash Payments and Adjustments at Closing

  • Payments at Closing At the Closing, Buyer shall:

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • 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.

  • Closing Payments At the Closing, Parent shall pay or cause to be paid the following amounts by wire transfers of immediately available funds:

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • 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.”

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

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