Closing Cash Payment. At Closing, Purchaser shall make a cash payment of Fifty Five Million Dollars ($55,000,000) (the “Closing Cash Payment”) by wire transfer of immediately available funds to a bank account in the United States identified by Seller to Purchaser in writing at least two (2) Business Days prior to the Closing Date (the “Seller Bank Account”).
Closing Cash Payment. The balance of the Purchase Price remaining after credit for the Deposit and adjustments for Buyer's share of proration, costs and other amounts expressly set forth in this Agreement shall be paid by Buyer by wire transfer of immediately available funds into Escrow on the Closing Date.
Closing Cash Payment. (a) For purposes of Closing, not less than five (5) Business Days prior to the Closing Date, Xxxxxxxx shall have delivered to Buyer a statement in form and substance reasonably acceptable to Buyer (the “Closing Estimated Statement”) setting forth Xxxxxxxx’x good faith estimate of: (i) the estimated Working Capital as of the Calculation Time (the “Estimated Working Capital”); (ii) (A) the amount, if any, by which the Estimated Working Capital is greater than the Working Capital Target, or (B) the amount, if any, by which the Working Capital Target is greater than the Estimated Working Capital (as applicable, the “Estimated Working Capital Adjustment”); (iii) the estimated amount of Indebtedness of the Companies as of the Calculation Time (the “Estimated Indebtedness”); and (iv) the estimated amount of Transaction Expenses of the Companies as of the Calculation Time (the “Estimated Transaction Expenses”); (v) the estimated amount of Cash of the Companies as of the Calculation Time (the “Estimated Cash”), together with all backup and supporting materials reasonably requested by Buyer relating to such estimates. The “Closing Cash Payment” shall be a Dollar amount equal to the Closing Cash Amount, plus or minus the Estimated Working Capital Adjustment (as applicable), minus the Estimated Indebtedness, minus the Estimated Transaction Expenses, minus the Indemnity Escrow Amount, minus the Adjustment Escrow Amount, plus the Estimated Cash. The Closing Cash Payment shall be subject to adjustment as set forth in Section 2.7. Upon delivery of the Closing Estimated Statement, Xxxxxxxx shall provide Buyer and its representatives with reasonable access during normal business hours to the Companies’ accounting and other personnel and to the books and records of the Companies and other documents or information reasonably requested by Buyer, in order to allow Buyer and its representatives to review the Closing Estimated Statement, and Xxxxxxxx shall consider in good faith any comments from Buyer with respect to the amounts and calculations contained therein.
Closing Cash Payment. Purchaser shall deliver to Seller at the -------------------- Closing in partial payment for the termination of the Original Agreement (the "Fee") and the sale, assignment, conveyance, transfer and delivery of --- the Assets and the Marketing Books and Records, immediately available funds in the amount of Five Million Dollars ($5,000,000.00);
Closing Cash Payment. The Aggregate Purchase Price due at Closing and provided evidence thereof reasonably satisfactory to the Company.
Closing Cash Payment. One Million Five Hundred Thousand Dollars ($1,500,000) less the Escrow Funds in accordance with Section 6.4 hereof, payable in cash at the Effective Time via wire transfer in accordance with Section 2.6(b); and
Closing Cash Payment. At the Closing, the Buyer shall deliver to the Sellers, in the aggregate, an amount in cash equal to the Estimated Net Purchase Price; provided, that (i) an amount of cash equal to no less than $8,000,000 and no more than $10,000,000, which amount would otherwise be payable to Xxxx Xxxxx, individually, Xxxx Xxxxx, as trustee of the Xxxx Xxxxx 2012 GRAT, and/or Xxxxxx Xxxxxx and Xxxxx Xxxxxxxx, as trustees of the Xxxx Xxxxx 2012 Dynasty Trust, pursuant this Section 1.3, in each case in the sole discretion of that Seller, shall instead be paid in shares of common stock of MFRM pursuant to the Contribution Agreement and (ii) the Estimated Net Purchase Price Per Seller payable to the Blocker Unit Sellers pursuant to this Section 1.3, shall be paid in accordance with Section 1.3(d). Subject to the immediately preceding sentence, the Buyer shall pay to each Seller an amount equal to such Seller’s Estimated Net Purchase Price Per Seller, as calculated and determined by the Sellers Representative, such payment to be made by wire transfer of immediately available funds to such Seller’s account that has been specified in writing by the Sellers Representative not later than two (2) Business Days prior to the Closing. Each Seller hereby agrees that the Buyer shall have no responsibility for the calculation of the Estimated Net Purchase Price Per Seller to the appropriate Seller under this Section 1.3(a), the Buyer’s sole responsibility with respect to payments under this Section 1.3(a) being to make payments in such amounts and to such accounts as are specified in writing by the Sellers Representative. For the avoidance of doubt, only Profits Units that are Eligible Profits Units shall be entitled to any payment hereunder and each Seller holding any Profits Units agrees that any Profits Units that have not vested prior to the Closing and do not vest in connection with the Closing in accordance with the terms of the grant agreement(s) applicable to such Profits Units shall be forfeited as of the Closing.”
Closing Cash Payment. At the Closing, the Purchaser shall pay to the Seller, or to such creditors of the Seller or other Persons as the Seller directs in writing, an amount equal to the Purchase Price less the Escrow Amount by wire transfer of immediately available funds at the Closing (the “Closing Cash
Closing Cash Payment. (a) For purposes of Closing, the Member Representative has delivered to Buyer a statement in form and substance reasonably acceptable to Buyer (the “Closing Estimated Statement”) setting forth the Company’s good faith estimate of: (i) the estimated Working Capital as of the Calculation Time (the “Estimated Working Capital”); (ii) (A) the amount, if any, by which the Estimated Working Capital is greater than the Working Capital Target, or (B) the amount, if any, by which the Working Capital Target is greater than the Estimated Working Capital (as applicable, the “Estimated Working Capital Adjustment”); (iii) the estimated amount of Indebtedness of the Company Group as of the Calculation Time (the “Estimated Indebtedness”); (iv) the estimated amount of Transaction Expenses of the Company Group as of the Calculation Time (the “Estimated Transaction Expenses”); and (v) the estimated amount of Cash of the Company Group as of the Calculation Time (the “Estimated Cash”), together with all backup and supporting materials reasonably requested by Buyer relating to such estimates. The “Closing Cash Payment” shall be a Dollar amount equal to the Closing Cash Amount, plus or minus the Estimated Working Capital Adjustment (as applicable), minus the Estimated Indebtedness, minus the Estimated Transaction Expenses, plus the Estimated Cash; provided, that the aggregate adjustments to the Closing Cash Amount pursuant to this sentence shall not, collectively, have an absolute value of greater than $1,000,000.00; and provided, further, that the Closing Cash Payment shall be subject to adjustment as set forth in Section 2.7.
Closing Cash Payment. 3.2(b)(iii) Closing Date Cash Amount........................................................... 3.2(b)(i) Commitment Fee ....................................................................................3.1
