Closing Cash Payments. At the Closing, Buyer shall:
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:
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:
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:
Closing Cash Payments. The Closing Cash Payments of the Merger Consideration shall be comprised of the collective amounts set forth in the following wire transfers, to be made at Closing, subject to Section 2.2 below:
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. 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:
