Certain Payments at Closing Sample Clauses

The "Certain Payments at Closing" clause defines the specific payments that must be made by one or both parties at the time a transaction is finalized. Typically, this includes the purchase price, adjustments for prorated expenses, or other agreed-upon sums, and it outlines the method and timing of these payments. By clearly specifying these financial obligations, the clause ensures that all parties understand their payment responsibilities at closing, thereby reducing the risk of disputes and facilitating a smooth completion of the transaction.
Certain Payments at Closing. The parties agree and acknowledge that (a) if and to the extent any amounts become due and payable pursuant to the warrant agreements listed on Schedule 3.02(c) of the Disclosure Schedules upon consummation of the transactions contemplated in this Agreement, such amounts shall be paid to the holders thereof by eMerge in cash at or after Closing, (b) all amounts due and payable to AgriCapital Corporation and ▇. ▇▇▇▇▇ & Co. in connection with the consummation of the transactions contemplated by this Agreement shall be paid in cash at Closing by eMerge, (c) all amounts then due and payable to Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel to eMerge, shall be paid in cash at Closing by eMerge and (d) outstanding principal of, and accrued interest on, the ▇▇▇▇▇▇▇ Loan shall be repaid in cash at Closing.
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Certain Payments at Closing. The parties agree and acknowledge that (a) all amounts due and payable to ▇. ▇▇▇▇▇ & Co. in connection with the consummation of the transactions contemplated by this Agreement shall be paid in cash at Closing by Parent and (b) all amounts then due and payable to Sidley Austin LLP, counsel to the Special Committee of the Board of Directors of Parent, and Ellenoff, ▇▇▇▇▇▇▇▇ and Schole LLP, counsel to Parent, shall be paid in cash at Closing by Parent and (c) Parent will promptly pay all fees and expenses of Sidley Austin LLP for post-closing matters after receipt of invoices therefor.
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Certain Payments at Closing. At Closing, Buyer shall pay or cause to be paid by wire transfer of immediately available funds: (i) to Seller, an amount in cash equal to the Purchase Price to such bank account(s) designated by Seller at least three (3) Business Days prior to the Closing Date; and (ii) to the Persons entitled thereto, the Unpaid Indebtedness in the amounts set forth in the calculation of the Purchase Price delivered hereunder and pursuant to the Payoff Letters and wire instructions provided by Seller at least three (3) Business Days prior to the Closing Date.
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Certain Payments at Closing. To the extent that any obligations of Grande Holdings to pay fees and expenses incurred in connection with the consummation of the Transactions, including fees and expenses of ▇▇▇▇▇▇ Capital Partners and counsel, or to make payments under the Transaction Bonus Plan remain unpaid as of the Closing Date, such obligations shall be included in the Grande Holdings Transaction Expenses and become the obligations of Grande Operating, and Parent shall, or shall cause Grande Operating to, make such payments immediately after the Closing Date, to the accounts and in the amounts specified by Grande Holdings.
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Certain Payments at Closing. To the extent the following Company liabilities have not been paid in cash prior to the Balance Sheet Closing Date, at Closing a portion of the Aggregate Cash Consideration (and, with respect to that portion of the Management Sale Bonus payable in Aggregate Share Consideration, a portion of the Aggregate Share Consideration) shall be used and applied by the Stockholders to pay the following to the extent that such amounts are known at Closing and not otherwise payable at a later date as expressly provided in this Agreement: (i) all Indebtedness of the Company and its Subsidiaries; (ii) all management compensation obligations of the Company arising on or prior to Closing (that do not constitute severance or retention amounts payable by the Company pursuant to Sections 8.8 and 8.9 hereof or by Parent pursuant to Sections 9.5 and 9.6 hereof), including, but not limited to, the Management Sale Bonus to the Persons set forth on Schedule 4.1(d); (iii) any required payments relating to employee retention bonuses or related programs as set forth in Section 8.8 hereof; (iv) all severance obligations and related employment taxes required to be paid pursuant to Section 8.9 hereof; (v) any expenses required to be paid by the Company or the Stockholders pursuant to Section 16.5 hereof, including without limitation all amounts payable to DH Capital, LLC; (vi) any applicable employment taxes relating to (A) any stock received by members of management of the Company in connection with the transaction contemplated by this Agreement and (B) the payments contemplated by this Section 4.1(d); and (vii) all cash payments not exceeding in the aggregate $1,000,000 due to the holders of the terminated options to purchase shares of the Company Series C Preferred Stock pursuant to Section 8.9(e) hereof (and an additional amount not to exceed $100,000 to pay the Company portion of the payroll taxes associated with such payments). All such amounts that are not paid prior to or at Closing shall be paid in accordance with Section 4.7(c) hereof. The Unrestricted Cash line item reflected on the Estimated Closing Balance Sheet and the Closing Balance Sheet shall be reduced to reflect any payments made by the Company pursuant to Sections 4.1(d)(i)-(vii) above between the Balance Sheet Closing Date and the Closing Date.
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Certain Payments at Closing 
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Related to Certain Payments at Closing

  • Certain Payments Without the prior consent of the Dealer Manager, none of the Company, the Advisor or any of their respective affiliates will make any payment (cash or non-cash) to any associated Person or registered representative of the Dealer Manager.

  • Payments at Closing (a) No later than five (5) Business Days prior to the date scheduled for the Closing, Seller shall prepare and deliver to Buyer a written report, substantially in the form of Exhibit 2.4 (a) hereto (the "Preliminary Closing Statement"), setting forth Seller's estimates of Working Capital, Closing Equivalent Subscribers, the Capital Expenditure Adjustment and the debt adjustment calculated pursuant to Section 2.3(c), and the Cash Consideration, as adjusted pursuant to Section 2.3. The Preliminary Closing Statement shall be prepared by Seller in good faith and shall be certified by Seller to be its good faith estimate of Working Capital, Closing Equivalent Subscribers, the Capital Expenditure Adjustment and the debt adjustment calculated pursuant to Section 2.3(c) as of the date thereof, and the Cash Consideration, as so adjusted, pursuant to Section 2.3. Seller shall make available to Buyer such information as Buyer shall reasonably request relating to the matters set forth in the Preliminary Closing Statement. The parties shall negotiate in good faith to resolve any dispute and to reach an agreement on the amount of the Cash Consideration, as adjusted pursuant to Section 2.3, for purposes of the Closing (which amount shall be subject to final determination as provided in Section 2.5). Notwithstanding the foregoing, to the extent that the parties do not reach an agreement on the amount of the Cash Consideration, as adjusted pursuant to Section 2.3, by the Closing, the Closing Cash Payment shall be calculated from the Preliminary Closing Statement. (b) At Closing, Buyer shall pay to Seller the amount of the Cash Consideration adjusted pursuant to Sections 2.3(a), (b), (c) and (d), as determined pursuant to this Section 2.4 (such amount, the "Closing Cash Payment").

  • Treatment of Certain Payments Subject to the terms of any applicable Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Loan Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 7.01(h) or (i), in each case that is continuing, shall be applied: (i) first, ratably, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent or the Collateral Agent from the Borrower (other than in connection with any Secured Cash Management Agreement or Secured Hedge Agreement), (ii) second, towards payment of interest and fees then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (iii) third, towards payment of principal of Swingline Loans and unreimbursed L/C Disbursements then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed L/C Disbursements then due to such parties, (iv) fourth, towards payment of other Obligations (including Obligations of the Loan Parties owing under or in respect of any Secured Cash Management Agreement or Secured Hedge Agreement) then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties and (v) last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Requirements of Law.

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arranger and the Lenders the fees set forth or referenced in Section 5.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all 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 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.

  • Restrictions on Payments An employee shall not be entitled to payment for inclement weather as provided for in this clause unless the employee remains on the job until the provisions set out in this clause have been observed.