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. Transferee shall have delivered the Closing Cash Consideration in accordance with Section 1.7.
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. 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 CHF.
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. 1.06(a) Closing Date .............................................
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. At the Closing, Buyer will pay, or cause to be paid, $1,000,000 of the total Cash Consideration (the “Closing Cash Consideration”) as follows:
(i) first, the aggregate amount of Indebtedness identified in the Payoff Letters (the “Closing Repaid Indebtedness”) pursuant to, and in the amounts and to the Persons specified in, the respective Payoff Letters;
(ii) second, the aggregate amount of the Seller Transaction Expenses identified in the Seller Transaction Expenses Invoices (the “Closing Seller Transaction Expenses”) pursuant to, and in the amounts and to the Persons specified in, the respective Seller Transaction Expenses Invoices; and
(iii) third, the remainder of the Closing Cash Consideration after payment of the amounts in the foregoing clauses (i) and (ii), if any, will be paid to Seller, by wire transfer of immediately available funds to the account of Seller designated by Seller in writing at least three (3) Business Days prior to the Closing Date.
Closing Cash Consideration. At the Closing, Buyer shall transfer the Basic Consideration and the Interest to one or two bank accounts in the Seller's name and designated by Seller.
