Closing Cash Payments. At the Closing, Acquirer shall cause to be deposited with Deutsche Bank Aktiengesellschaft, or if not available to serve in such capacity, such other paying agent as mutually agreed between Acquirer and the Company (the “Paying Agent”) an aggregate amount of cash equal to $598,000,000 minus the Adjustment Amount plus the Payoff Indebtedness minus the Indemnity Holdback Amount to:
(i) pay, by wire transfer of immediately available funds, to such accounts designated in the Spreadsheet, the applicable portion of the Per Shareholder Cash Consideration payable to each Shareholder at the Closing as set forth in the Spreadsheet;
(ii) pay, by wire transfer of immediately available funds, to such account designated in the Spreadsheet, to the Company, the amount of the Promised Option Payment payable to the Promised Company Optionholder at the Closing as set forth in the Spreadsheet;
(iii) pay, by wire transfer of immediately available funds, to such account designated in the Spreadsheet, to the Company, the aggregate amount of the VSOP Payments payable to the holders of VSOPs at the Closing as set forth in the Spreadsheet;
(iv) pay, by wire transfer of immediately available funds, to such account designated in the Spreadsheet, to the Company, the aggregate amount payable to the payee designated under the CH Agreement at the Closing as set forth in the Spreadsheet (the “CH Payment”);
(v) pay, by wire transfer of immediately available funds, to such accounts designated in the Spreadsheet, to each Person to which any Estimated Transaction Expenses are owed, the Estimated Transaction Expenses (other than the payments contemplated by Section 1.3(b)(ii), Section 1.3(b)(iii), and Section 1.3(b)(iv)) payable to such Person as set forth in the applicable Closing Invoice;
(vi) pay, by wire transfer of immediately available funds, to such accounts designated in the Spreadsheet, to each Person to which any Estimated Company Debt is owed, such Estimated Company Debt payable to such Person as set forth in the applicable Payoff Letter (including, for the avoidance of doubt, all Company Debt then owing under the SVB Facility) (the “Payoff Indebtedness”);
(vii) pay, by wire transfer of immediately available funds, to such account designated in the Spreadsheet, to the Shareholders’ Agent, the Expense Fund Amount; and
(viii) pay, by wire transfer of immediately available funds, to such account designated in the Spreadsheet, to the Shareholders’ Agent, the Purchase Price Adjustment Am...
Closing Cash Payments. In satisfaction of the TERG Parties’ Closing payment obligations pursuant to the Bahia SPA and this Agreement, at the Closings the TERG Parties shall pay or shall cause to be paid the following amounts:
(a) to Citibank, as Escrow Agent pursuant to the Omnibus Escrow Agreement, US$5,000,000 pursuant to Section 2.3 hereof;
(b) to Citibank, as Escrow Agent pursuant to the Omnibus Escrow Agreement, US$7,500 in satisfaction of Citibank’s administration fee thereunder;
(c) to Banco X.X. Xxxxxx S.A. (“XX Xxxxxx”), as Escrow Agent pursuant to that certain Escrow Agreement entered into concurrently herewith among XX Xxxxxx, Renova, and Buyer (the “Bahia Escrow Agreement”), R$15,815,030 pursuant to Section 2.3(a) of the Bahia SPA;
(d) to XX Xxxxxx, as Escrow Agent pursuant to the Bahia Escrow Agreement, R$20,000,000 pursuant to Section 2.3(b) of the Bahia SPA; and
(e) to Renova, R$395,809,951 pursuant to Section 2.3(c) of the Bahia SPA.
Closing Cash Payments. At the Closing, Buyer shall:
(i) pay the Estimated Cash Payment to Sellers pursuant to Section 1.4(d), less the Indemnity Holdback and the Adjustment Holdback.
(ii) pay the Debt Amount, if any, pursuant to the payoff letters delivered by Seller Representative to Buyer pursuant to Section 5.1(i);
(iii) pay the Transaction Expenses Balance pursuant to the direction of Seller Representative;
(iv) deposit the Indemnity Holdback by wire transfer of immediately available funds into an account designated by the Escrow Agent (the “Escrow Account”);
(v) deposit the Representative Expense Fund Amount by wire transfer of immediately available funds into the Representative Expense Fund; and
(vi) retain the Adjustment Holdback.
Closing Cash Payments. Buyer shall pay or cause to be paid at the Closing (the "Closing Cash Payments"), by federal wire transfer of immediately available funds pursuant to wire instructions provided by the Sellers, which wire instructions shall be delivered at least two days prior to Closing: (i) to the Sellers, each Stock Option Holder and each Plan Participant as set forth in such wire instructions the Base Purchase Price, as adjusted by the Working Capital Adjustment determined at Closing on the basis of the Preliminary Balance Sheet, plus the Capital Expenditure Adjustment if and to the extent payable, determined at the Closing on the basis of the Preliminary Capital Expenditure Statement; (ii) to the holders of Indebtedness for Borrowed Money, the amount of Indebtedness for Borrowed Money outstanding as of the Effective Time; and (iii) to the holder or obligee thereof, any Adjustment Liability which is due and payable as of the Effective Time, including, without limitation, any Sellers' Expenses.
Closing Cash Payments. Eight Million Dollars ($8,000,000 ) plus the amount of the Net Operating Costs through Closing plus the amount of the Initial Working Capital Adjustment Payment (if any and as provided below), less the amount of the Funded Indebtedness (the “Initial Purchase Price”) in cash. Of this amount, One Million Two Hundred Thousand ($1,200,000) (the “Escrow Amount”) shall be paid to the Escrow Agent and shall be held in escrow for a period of twenty-four (24) months following the Closing Date as security for the indemnification obligations of the Sellers set forth in Section 8.02, and Two Hundred Thousand ($200,000) (the “SR&ED Escrow Amount”) shall be paid to the Escrow Agent and shall be held in escrow until the receipt of the SR&ED Cheque(s) with respect to the SR&ED Credit as security for the indemnification obligations of the Significant Shareholders with respect to the SR&ED Credit, as set forth in Section 8.02. The Escrow Amount and the SR&ED Escrow Amount shall be governed by the terms and conditions of an Escrow Agreement by and among the Significant Shareholders, Purchaser, Double-Take Software Canada, Inc. and Computershare (the “Escrow Agent”) in the form attached hereto as Exhibit C;
Closing Cash Payments. At the Closing, Parent shall deposit, or cause to be deposited, (a)(i) the Aggregate Cash Payments payable to the Company Stockholders who are Unaccredited Investors in accordance with Section 2.6(a)(ii), and (ii) the Aggregate Cash-in-Lieu Payments payable to the Company Stockholders in accordance with Section 2.6(c), in each case (a) and (b), with the Exchange Agent, for the benefit of such Company Stockholders, by wire transfer of immediately available funds to the account specified in writing by the Exchange Agent, (b) the Expense Fund Amount with the Securityholder Agent, by wire transfer of immediately available funds to the account specified in writing by the Securityholder Agent and (c) the transaction expenses as set forth on Schedule G hereto to the extent unpaid at the Closing. Any amounts deposited with the Exchange Agent pursuant to this Agreement shall not be used for any purpose except the payment of amounts due to the Company Holders in accordance with this Agreement. At the Closing, Parent shall deposit, or cause to be deposited, the Aggregate Cash Payments payable to Company Holders who hold In-the-Money Company Options and Company Restricted Stock Units, with the Surviving Company, together with the amount of employer-funded employment Taxes in respect of such Company Holders who are or were employed by the Company, for the benefit of such Company Holders, by wire transfer of immediately available funds to the account specified in writing by the Company prior to the First Effective Time. Parent shall cause the Surviving Company to pay the amount determined under Sections 2.7 and 2.8 on or as soon as administratively practicable following the First Effective Time, such payment to be made under the Surviving Company’s payroll for any such Company Holder who is or was employed by the Company and under the Surviving Company’s accounts payable for any such Company Holder who never was employed by the Company. At the Closing, Parent shall wire, or cause to be wired, the Expense Fund Amount to the Securityholder Agent.
Closing Cash Payments. At the Closing, subject to the terms and conditions of this Agreement, the Buyer shall make (or cause to be made) the following payments, in each case, by wire transfer of immediately available funds to the accounts designated in the Closing Payment Statement:
(i) to each Person identified in the Closing Payment Statement as a recipient of a payment in respect of Unpaid Company Transaction Expenses, the amount payable to such Person as specified therein; provided, that any Unpaid Company Transaction Expenses that are compensatory payments to current or former Business Employees shall instead be paid to the applicable Company for subsequent payment to such Persons through payroll;
(ii) to the Escrow Agent, the Purchase Price Adjustment Escrow Amount for deposit in the Purchase Price Adjustment Escrow Account; and
(iii) to the Seller, an amount equal to the Estimated Closing Cash Consideration (less, to the extent Buyer will be making, at the direction of the Seller, payments in respect of Seller Options pursuant to Section 1.9, the Aggregate Closing Option Cash-Out Payment Amount).
Closing Cash Payments. At the Closing, the Buyer shall make or cause to be made the following payments, in an amount, in the aggregate, equal to the Closing Cash Payment, by wire transfer of immediately available funds:
(i) first, to the respective holders of Closing Indebtedness, the amounts specified in the Closing Indebtedness Certificate;
(ii) second, to the payees of the Sellers’ Expenses in accordance with the Sellers’ Expense Certificate;
(iii) third, $100,000 to the Sellers’ Agent (the “Sellers’ Agent Fund”), which will be held and disbursed by the Sellers’ Agent in accordance with Sections 1.5 and 1.7; and
(iv) fourth, the balance to the Sellers in accordance with the Payment Certificate. The Sellers agree that payment of an amount equal to the Closing Cash Payment in accordance with Section 1.4(a)(i)–(iv) shall be deemed payment in full of the Closing Cash Payment due at Closing to the Sellers.
Closing Cash Payments. The Buyer shall have made the Closing Cash Payments in accordance with Section 1.4(a).
Closing Cash Payments. At the Closing, Acquiror shall pay, or shall cause to be paid, by wire transfer of immediately available funds, the Estimated Purchase Price as follows:
(i) $125,000,000 (the “Indemnification Escrow Amount”), which amount shall be deposited into a segregated account established and maintained at The Bank of New York Mellon (the “Escrow Agent”) for credit toward the Indemnification Escrow Fund to be held and delivered by the Escrow Agent in accordance with the terms and provisions of this Agreement and the Escrow Agreement; and
(ii) an aggregate amount equal to (A) the Estimated Purchase Price minus (B) the Indemnification Escrow Amount, which amount shall be deposited into one (1) or more accounts as designated by Seller by written notice to Acquiror not less than three (3) Business Days prior to the Closing Date.
