Closing Cash Consideration Sample Clauses

Closing Cash Consideration. The term “Seller Closing Cash Consideration” shall mean an amount equal to $25,000,000.00, as such amount may be adjusted pursuant to Section 2.3(c) below. The term “Closing Cash Consideration” shall mean the sum of (i) the Seller Closing Cash Consideration plus (ii) $[***] which is the pay-off amount of the PPP Loan (as defined below).

Closing Cash Consideration. Subject to the terms and conditions of this Agreement, including without limitation Section 8.7, the Closing Cash Consideration shall be payable by Buyer to Seller, without any interest, by wire transfer of immediately available U.S. funds to an account designated by Seller’s instructions set forth on Schedule 3.1 (b) in two equal installments of Two Hundred Twenty Thousand dollars ($220,000) each, the first of which shall be due and payable at the Closing and shall be reduced by the closing payments made by Buyer to the third parties in the amounts and as set forth on the Closing Payments Schedule attached hereto as Schedule 3.1 (the “Closing Payments Schedule” and any such payments, the “Closing Payments”) and the second on the one (1) month anniversary of the Closing Date, or, if such date is not a Business Day, on the immediately following Business Day.

Closing Cash Consideration. Transferee shall have delivered the Closing Cash Consideration in accordance with Section 1.7.

Closing Cash Consideration. At the Closing, Buyer shall pay to the Seller an amount in cash equal to the Closing Cash Consideration by wire transfer of immediately available funds pursuant to written instructions delivered by the Seller to Buyer prior to the Closing.

Closing Cash Consideration. At the Closing, subject to applicable adjustments to the Effective Closing Consideration and subject to Section 2.06, in consideration for the sale and transfer of their Company Shares, the Purchaser shall pay to the Selling Shareholders the Effective Closing Consideration, in cash in immediately available funds in GBP.

Closing Cash Consideration. In addition to being converted into the right to receive the Closing Stock Consideration and the Post-Closing Consideration, each such issued and outstanding Company Share shall also be converted into the right to receive the following amount of cash, without interest (the "Closing Cash Consideration"): (i) the "Gross Cash Consideration," which shall be equal to fifty percent (50%) of the sum of (A) $4,270,000, plus (B) the amount of the Company's consolidated retained earnings at December 31, 2002 determined in accordance with Generally Accepted Accounting Principles, plus (C) the amount of the Company's recorded reserves at December 31, 2002 of $195,954, but only to the extent such amount is not included within the Company's consolidated retained earnings at December 31, 2002, minus (D) the amount of all distributions made to the shareholders of the Company at any time after December 31, 2002, and minus (E) the "Estimated Reserve" of $250,000, divided by (ii) the number of Company Shares issued and outstanding immediately prior to the Effective Time.

Closing Cash Consideration. Three Million Five Hundred Seventy Thousand Dollars ($3,570,000) (the “Closing Cash Consideration”) shall be paid by wire transfer of immediately available funds to an account designated in writing by Seller to Buyer;

Closing Cash Consideration. The Purchaser shall deliver the Closing Cash Consideration to the Company as set forth in Section 1.5 hereof.

Closing Cash Consideration. At the Closing, Buyer shall deliver to Sellers, by wire transfer of immediately available funds to an account or accounts designated by Sellers in writing and delivered to Parent no later than three Business Days prior to Closing, an amount KH464606.DOC 9 in cash equal to the Closing Cash Consideration, minus (i) any Indebtedness of Sellers, (ii) any Seller Transaction Expenses or other amounts that Sellers request be funded out of the Closing Cash Consideration in accordance with Section 6.14, (iii) the amount (if any) by which the Target Working Capital exceeds the Estimated Working Capital (as set forth in the Estimated Working Capital Certificate), (iv) the amount of $197,969 (the “Employee Retention Bonus Amount – Seller Portion”), representing half of the retention bonus amounts (the “Employee Retention Bonuses”) payable to the employees of Sellers set forth on Section 4.22(k) of the Disclosure Schedule (the “Retention Bonus Employees”) pursuant to Retention Letters each dated June 7, 2017 (the “Retention Letters”), as adjusted to reflect employer-paid taxes thereon, and (v) an amount equal to (x) the amount (if any) by which the revenues of the Business reflected on the Unaudited Carve-Out Financial Statements of the Business exceed the revenues of the Business reflected on the Audited Carve-Out Financial Statements of the Business multiplied by (y) 8.43 (the “Carve-Out Adjustment Amount”), but only to the extent such Carve-Out Adjustment Amount is equal to or greater than $500,000.

Closing Cash Consideration. Subject to the terms and conditions of this Agreement, at the Closing, as consideration for the sale, assignment, transfer and delivery of the Purchased Assets, the Closing Cash Consideration shall be paid as follows: (a) to Seller, in immediately available funds by wire transfer to the account designated by Seller on the Funds Flow, an amount equal to the sum of the Closing Cash Consideration, minus (1) the Estimated Closing Indebtedness, minus (2) the Estimated Pre-Closing Expenses, plus (3) the amount, if any, by which the Estimated Closing Net Working Capital is greater than the Target Net Working Capital, minus (4) the amount, if any, by which the Target Net Working Capital is greater than the Estimated Closing Net Working Capital (such sum, the “Closing Date Payment”); (b) an aggregate amount equal to the Estimated Closing Indebtedness shall be disbursed to the payees thereof by wire transfer of immediately available funds in accordance with any applicable Payoff Letters in respect of such Estimated Closing Indebtedness; and (c) an aggregate amount equal to the Estimated Pre-Closing Expenses shall be disbursed to the payees thereof by wire transfer of immediately available funds in accordance with any account statements or other invoices provided by the payees thereof in respect of such Estimated Pre-Closing Expenses.