Closing and Closing Payments Sample Clauses

Closing and Closing Payments. (a) Subject to any earlier termination of this Agreement pursuant to and with the effect set forth in Article IX, the closing of the Transactions, including the Merger (the “Closing”), shall take place remotely by the electronic exchange of documents and signatures at 9:00:00 a.m. (Eastern Time), (i) two (2) Business Days following the satisfaction or waiver of the conditions to the Closing set forth in Article IX (other than those conditions that by their terms are to be satisfied at the Closing but subject to the satisfaction or waiver of those conditions at such time), or (ii) on any other date, or at any other time or place, that may be mutually agreed upon by the Company and Purchaser. The date on which the Closing occurs in accordance with the preceding sentence is referred to in this Agreement as the “Closing Date.” Unless expressly set forth herein, all proceedings to be taken and all documents to be executed and delivered by all Parties at the Closing shall be deemed to have been taken and executed simultaneously and no proceedings shall be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered. (b) At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Purchaser (i) an estimated consolidated balance sheet of the Target Companies as of immediately prior to the Closing, prepared in good faith and in accordance with this Agreement and the Accounting Principles, (ii) a reasonably detailed statement (the “Pre-Closing Statement”) setting forth (A) the Estimated Closing Cash, (B) the Estimated Closing Indebtedness, (C) the Estimated Transaction Expenses, (D) the Estimated Working Capital, as well as the resulting Estimated Working Capital Excess (if any) or Estimated Working Capital Shortfall (if any), as the case may be, and (E) the resulting calculation of the Merger Consideration (the “Estimated Merger Consideration”), which shall be prepared in accordance with this Agreement and the Accounting Principles and (iii) a spreadsheet setting forth with respect to each Equityholder such Equityholder’s name, Units, Pro Rata Share, and the allocation to such Equityholder of the Closing Payment and the methodology for calculating such Equityholder’s share of Future Distribution Amounts, in each case substantially in the format as set forth on Exhibit C hereto (the “Merger Consideration Schedule”). The Company shall consider in good faith any comments or objec...
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Closing and Closing Payments. 7 2.1The Closing................................................................................................................. 7 2.2Payment of Consideration........................................................................................... 10 2.3Intentionally Omitted .................................................................................................. 10 2.4Allocation of Consideration ........................................................................................ 10 2.5Transfer Taxes ............................................................................................................ 10 2.6Withholding Taxes...................................................................................................... 10
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Closing and Closing Payments. The Contemplated Transactions are being consummated (the “Closing”) as of the opening of business, local time, on the date hereof (the “Closing Date”), at the offices of Xxxxxx & Xxxxxxxxx LLP, Xxx Xxxxx Xxxxxx Xxxxx, Suite 4400, Chicago, Illinois 60606. For purposes of the Closing, the parties have made a good faith estimate of the Purchase Price at Eight Million Two Hundred Thousand dollars ($8,200,000.00) (the “Closing Estimate Payment”) based upon the Interim Financial Statements (as defined herein). The final Purchase Price shall be determined, and any necessary adjustment payments shall be made, following the Closing in accordance with the provisions of Sections 3.3, 3.4 and 3.5. Subject to the delivery of the items set forth in Article VI, at the Closing, Purchaser shall make the following payments as indicated below: (a) $700,000 of the Closing Estimate Payment shall be retained by Purchaser for a period of twelve (12) months to secure the indemnification obligations of Seller and Xxxxxxx X. Xxxxxx hereunder and to be distributed by Purchaser pursuant to the terms and conditions of a retention agreement to be entered into as of the Closing by Purchaser and Seller in form and substance that is acceptable to Purchaser and Seller (the “Retention Agreement”); (b) an amount sufficient to pay in full all indebtedness for borrowed money and capital lease obligations of Seller (collectively, the “Indebtedness”) shall be paid in cash by wire transfer of immediately available funds to the lenders of such Indebtedness, in accordance with terms and conditions of the payoff letters provided to Seller on or prior to Closing by such lenders; (c) an amount sufficient to pay in full all expenses and fees of Seller incurred in connection with this Agreement and the consummation of the Contemplated Transactions, including all fees and expenses of attorneys, accountants, bankers, consultants and other advisers and all transaction bonus, success fees and similar obligations payable to employees of Seller (collectively, the “Transaction Expenses”) shall be paid in cash by wire transfer of immediately available funds to the parties entitled to such payments, in accordance with the terms and conditions of the invoices and releases provided to Seller on or prior to Closing by such parties; and (d) The remainder of the Closing Estimate Payment shall be delivered to Seller in cash by wire transfer of immediately available funds to the bank account designated by the Seller by...
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Closing and Closing Payments. The Closing 11 2.2 Closing Conditions 12 2.3 Payment of Total Closing Consideration 16 2.4 Payment of Post-Closing Adjustment to Total Closing Consideration 20 2.5 Withholding Taxes 21 2.6 Reliance 22 3.1 Organization and Good Standing 23 3.2 Authority and Enforceability 23 3.3 Governmental Approvals 24 3.4 Conflicts 24 3.5 Company Capital Structure 25 3.6 Company Subsidiaries 27 3.7 Company Financial Statements; Internal Financial Controls 28 3.8 No Undisclosed Liabilities 29 3.9 No Changes 29 3.10 Tax Matters 29 3.11 Real Property 33 3.12 Tangible Property 34 3.13 Intellectual Property 34 3.14 Material Contracts 41 3.15 Employee Benefit Plans 44 3.16 Employment Matters 47 3.17 Governmental Authorizations 49 3.18 Litigation 49 3.19 Insurance 49 3.20 Compliance with Laws 49 3.21 Top Customers and Suppliers 51 3.22 Interested Party Transactions 52 3.23 Books and Records 52 3.24 Brokers 52 3.25 Banking Relationships 53 3.26 Information Statement 53 3.27 No Other Representations 53 4.1 Organization and Standing 53 4.2 Authority and Enforceability 53 4.3 Governmental Approvals 54 4.4 Financing 54 4.5 Non-Reliance 55 4.6 Solvency 55 5.1 Conduct of Company Business 56 5.2 Restrictions on Company Activities 56 6.1 Termination of Discussions 60 6.2 No Solicitation 61 6.3 Notice of Alternative Transaction Proposals 61 6.4 Specific Performance 61
Sample 1
Closing and Closing Payments. (a) The transactions contemplated by this Agreement shall be consummated (the “Closing”) at 9:00 a.m., local time, on a date specified by the parties, which date shall be no later than two (2) Business Days after satisfaction or waiver of the conditions set forth in Article IX (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), at the offices of Rxxx Xxxxx LLP, 10 X. Xxxxxx Drive, 40th Floor, Chicago, Illinois 60606. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (b) Two (2) Business Days prior to the Closing, the Seller Representative shall prepare and deliver to Purchaser a written certificate (the “Closing Estimate Statement”) setting forth the Seller Representative’s good faith estimate of the Aggregate Consideration (including the components of each of the elements thereof) as of the close of business on the Closing Date (the “Closing Estimate Payment”) based upon the most recent ascertainable financial information of the Target Companies and prepared by the Seller Representative in accordance with GAAP and the accounting principles and procedures set forth on Section 2.5 of the Disclosure Letter (the “Working Capital Methodology”). The Seller Representative shall provide to Purchaser and its representatives any information and back-up materials (including bank account information) reasonably requested by Purchaser with respect to the Closing Estimate Statement. The final Aggregate Consideration shall be determined, and any necessary adjustment payments shall be made, following the Closing in accordance with the provisions of Sections 2.4, 2.5 and 2.6. (c) Subject to the delivery of the items set forth in Section 2.7(b), at the Closing, Purchaser shall make the following payments indicated below: (i) amounts sufficient to pay in full all of the Closing Indebtedness in accordance with the terms and conditions of the Payoff Letters provided to the parties hereto on or prior to the Closing by the lenders of such Closing Indebtedness; (ii) an amount sufficient to pay in full the Closing Incentive Amount, which shall be paid by wire transfer of immediately available funds to the Company to a bank account designated by the Company by written notice to Purchaser at least two (2) Business Days before the Closing Date or otherwise paid as contemplated by the definition of Closing Incentive Amount;...
Sample 1
Closing and Closing Payments. (a) The transactions contemplated by this Agreement will be consummated (the "Closing") at 10:00 a.m., local time, on the date hereof (the "Closing Date"), at the offices of Xxxxxxx Coie LLP, 0000 XX Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxxx, Xxxxxx 00000. The Closing is effective as of 12:00 a.m., local time (i.e., the beginning of the day) on the Closing Date. In lieu of an in-person Closing, the Closing is being accomplished by email (in PDF or similar format) 143905334.14 transmission to the respective offices of legal counsel for the Parties of the requisite documents, duly executed where required, delivered upon actual confirmed receipt, with originals (if requested) to be delivered by overnight courier service on the next Business Day following the Closing Date. All proceedings taken and all documents executed and delivered by all Parties at the Closing are deemed to have been taken and executed simultaneously. (b) At least one day prior to Closing, the Company prepared and delivered to Purchaser a statement containing a good faith estimate of the Closing Balance Sheet (the "Estimated Closing Balance Sheet") based upon the most recent financial information reasonably ascertainable, and prepared in accordance with the Accounting Principles and, in the case of Working Capital, the Sample Working Capital Calculation, together with a summary statement (together with the Estimated Closing Balance Sheet, the "Estimated Closing Statement") containing the Company's good faith estimate of the Purchase Price (the "Closing Estimate Payment"), including the estimated Working Capital, Cash, Indebtedness and Transaction Expenses based upon the Estimated Closing Balance Sheet. (c) At the Closing, Purchaser is paying, or causing the Company to pay, by wire transfer of immediately available funds: (i) to the Sellers, the Remaining Closing Estimate Payment, to the accounts designated in writing by the Sellers, in the following order and priority: (A) first, to each Preferred Seller, an amount of cash equal to (1) the number of shares of Preferred Stock set forth beside the name of such Preferred Seller on Exhibit A multiplied by $1.00, plus (2) any accrued but unpaid dividends payable with respect to such Preferred Seller's shares of Preferred Stock (collectively, the "Aggregate Preferred Stock Closing Estimate Payment"); and (B) second, to each Common Seller, an amount of cash equal to (1) such Common Seller's Pro Rata Portion, multiplied by (2) the Remaining Closing Esti...
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Closing and Closing Payments. 5 2.01 Closing ................................................................................................................................ 5 2.02
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Closing and Closing Payments 
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Related to Closing and Closing Payments

  • CLOSING AND CLOSING DATE 3.1 Subject to the terms and conditions set forth herein, the Closing Date shall be April 27, 2007, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

  • Closing Payments At the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”).

  • Closing Payment At the Closing, Buyer will pay or cause to be paid to Seller the Closing Payment Amount, by wire transfer of immediately available funds or by such other means as may be agreed upon by Seller and Buyer.

  • Closing and Closing Documents 7 4.1 Closing...................................................................................... 7 4.2 Seller's Deliveries.......................................................................... 7 4.3 Purchaser's Deliveries....................................................................... 8 4.4 Fees and Expenses; Closing Costs............................................................. 8 4.5 Adjustments.................................................................................. 8 ARTICLE V Miscellaneous......................................................................................... 9

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.

  • Escrow and Closing 8.1 Upon acceptance hereof by Seller, this Agreement, including any counter-offers incorporated herein by the Parties, shall constitute not only the agreement of purchase and sale between Buyer and Seller, but also instructions to Escrow Holder for the consummation of the Agreement through the Escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by the Parties or a Broker herein. Subject to the reasonable approval of the Parties, Escrow Holder may, however, include its standard general escrow provisions. 8.2 As soon as practical after the receipt of this Agreement and any relevant counter-offers, Escrow Holder shall ascertain the Date of Agreement as defined in paragraphs 1.2 and 20.2 and advise the Parties and Brokers, in writing, of the date ascertained. 8.3 Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable law and custom and practice of the community in which Escrow Holder is located, including any reporting requirements of the Internal Revenue Code. In the event of a conflict between the law of the state where the Property is located and the law of the state where the Escrow Holder is located, the law of the state where the Property is located shall prevail. 8.4 Subject to satisfaction of the contingencies herein described, Xxxxxx Holder shall close this escrow (the "Closing") by recording a general warranty deed (a grant deed in California) and the other documents required to be recorded, and by disbursing the funds and documents in accordance with this Agreement. 8.5 Buyer and Seller shall each pay one-half of the Escrow Holder's charges and Seller shall pay the usual recording fees and any required documentary transfer taxes. Seller shall pay the premium for a standard coverage owner's or joint protection policy of title insurance. 8.6 Escrow Holder shall verify that all of Xxxxx's contingencies have been satisfied or waived prior to Closing. The matters contained in paragraphs 9.1 subparagraphs (b), (c), (d), (e), (g), (i), (n), and (o), 9.4, 9.5, 12, 13, 14, 16, 18, 20, 21, 22, and 24 are, however, matters of agreement between the Parties only and in no way constitute instructions to Escrow Holder. 8.7 If this transaction is terminated for non-satisfaction and non-waiver of a Buyer's Contingency, as defined in paragraph 9.2, then neither of the Parties shall thereafter have any liability to the other under this Agreement, except to the extent of the breach of any affirmative covenant or warranty in this Agreement. In the event of such termination, Buyer shall be promptly refunded all funds deposited by Buyer with Escrow Holder, less only Title Company and Escrow Holder cancellation fees and costs, all of which shall be Buyer's obligation. 8.8 The Closing shall occur on the Expected Closing Date, or as soon thereafter as the Escrow is in condition for Closing; provided, however, that if the Closing does not occur by the Expected Closing Date and said Date is not extended by mutual instructions of the Parties, a Party not then in default under this Agreement may notify the other Party, Escrow Holder, and Brokers, in writing that, unless the closing occurs within 5 business days following said notice, the Escrow shall be deemed terminated without further notice or instructions. 8.9 Except as otherwise provided herein, the termination of Escrow shall not relieve or release either Party from any obligation to pay Escrow Holder's fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligations, agreements, covenants or warranties contained therein. 8.10 If this Escrow is terminated for any reason other than Seller's breach or default, then at Seller's request, and as a condition to the return of Buyer's deposit, Buyer shall within 5 days after written request deliver to Seller, at no charge, copies of all surveys, engineering studies, soil reports, maps, master plans, feasibility studies and other similar items prepared by or for Buyer that pertain to the Property. Provided, however, that Buyer shall not be required to deliver any such report if the written contract which Xxxxx entered into with the consultant who prepared such report specifically forbids the dissemination of the report to others.

  • Post-Closing Payments (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) any taxes, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Administrator in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) any amounts owed by Participant to Grantor or Administrator as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least five (5) Business Days prior to the date of wiring). (b) Upon receipt by Grantor of any securities or any other non-cash distributions with respect to the Grantor Interest (including the receipt of ADSs pursuant to a Settlement Request): (i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global Market.

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

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