Closing Consideration. (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”).
(b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements:
(i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account;
(ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), t...
Closing Consideration. The total consideration for the Purchased Assets shall consist of the following:
2.1.1 At the Closing, Buyer shall pay to Seller an amount equal to $29,500,000 less (i) the Deposit (as defined in Section 2.1.2) and (ii) the $250,000 delivered by Buyer to Stikeman Elliot LLP (“Stikeman”) pursuant to that certain Deposit Escrow Agreement, dated as of October 27, 2011, by and among Buyer, Seller and Stikeman (such amount, as so reduced, the “Initial Payment”). The Initial Payment shall be made by wire transfer to an account or accounts designated by Seller by written notice to Buyer given at least two (2) Business Days (as defined below) prior to the Closing Date.
(a) At the Closing, Buyer also shall deposit $3,000,000 (such amount, the “Deposit”) with Equity Financial Trust Company, as escrow agent (the “Escrow Agent”), which amount shall be held and disposed of pursuant to the terms of this Agreement and an escrow agreement by and among Buyer, Seller and the Escrow Agent (the “Escrow Agreement”). $1,000,000 of the Escrow Fund (the “Initial Release Amount”) will be released to Seller on the date that 80% of all indebtedness represented by the accounts and notes receivable of Seller as of the Closing Date that are included in the Purchased Assets (net of any allowance for doubtful accounts on the Interim Financial Statements) (the “Accounts Receivable”) has been collected; provided, however, that, in the event that the amount of the Accounts Receivable exceeds $2,210,675, the Initial Release Amount released to Seller shall be reduced by an amount equal to 20% of such excess. $500,000 of the Escrow Fund will be released to Seller on the earlier of (i) the date that all indebtedness represented by the Accounts Receivable have been collected or (ii) the date that Seller and the Shareholders have made payment to Buyer of the cash amount described in Section 6.10. The remaining Escrow Fund will be released to Seller on the second anniversary of the Closing Date, and the Escrow Agreement shall thereupon terminate. The calculation of any portion of the Escrow Fund to be released will be made after giving effect to any additional payments in satisfaction of Seller’s and the Shareholders’ representations, warranties, covenants and obligations under this Agreement, if any.
Closing Consideration. (a) Subject to Section 2.3, as consideration for the sale of the Acquired Assets to Cypress, at the Closing, Cypress shall pay to Cellatope $2,000,000 in cash via wire transfer to an account designated by Cellatope in writing to Cypress not less than two business days prior to the Closing (the “Closing Consideration”).
(b) Cellatope shall bear and pay, and shall reimburse Cypress and Cypress’ Affiliates for, any sales, use, transfer or similar Taxes, or documentary charges, recording fees or similar charges, fees or expenses that may become payable in connection with (i) the sale of the Acquired Assets to Cypress pursuant to this Agreement and (ii) any of the other transactions contemplated by this Agreement or any of the Related Agreements to which Cellatope is a party ((i) and (ii) collectively, the “Transactions”), other than recording fees and similar costs (including attorneys and patent agent fees) related to filing the assignment of any Acquired Patents or Acquired Trademarks with the United States Patent and Trademark Office.
(c) The consideration referred to in Section 2 shall be allocated among the Acquired Assets in accordance with Exhibit H attached hereto. The allocation prescribed by such schedule shall be conclusive and binding upon Cypress and Cellatope for all purposes, and no party shall file any Tax Return or other document with, or make any statement or declaration to, any Governmental Body that is inconsistent with such allocation.
Closing Consideration. As consideration for the Purchased Assets, at the Closing, the Acquirer shall:
(a) deliver or cause to be delivered to EPI the sum of [***] plus the Estimated Closing Date Inventory Value set forth in the statement referred to in Section 4.08(a) (together, the “Closing Consideration”) by electronic funds transfer of immediately available funds to the account specified by EPI; and Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission.
(b) assume the Assumed Liabilities. The Closing Consideration shall be exclusive of any value added tax which, if urged, shall be payable by Acquirer.
Closing Consideration. At the Closing, BNP shall issue the number of Units determined pursuant to Section 2.1(a) herein having an aggregate value of Fourteen Million Six Hundred Ten Thousand Dollars ($14,610,000.00), subject to increase or decrease by the adjustments in Section 3.2 below, but less the following amounts: 132
(i) the amount of the Outstanding Company Debt Financing as of the Closing Date;
(ii) all accrued but unpaid interest under the Outstanding Company Debt Financing as of the Closing Date; and
(iii) any charges or fees associated with property transfer and documentary taxes and all other costs related to the transfer of the Property (including fees, charges and expenses associated with the assumption of the Outstanding Company Debt Financing, all of which shall be paid by the Contributing Parties and shall be a reduction in the Contribution Price.
Closing Consideration. For purposes of this Agreement, "Closing Consideration" means an amount equal to (i) $157,000,000 (the "Purchase Price"), plus (ii) Cash on Hand as of the Closing Date, minus (iii) Indebtedness as of the Closing Date, plus (iv) the amount, if any, by which the Estimated Net Working Capital exceeds the Net Working Capital Target, minus (v) the amount, if any, by which the Estimated Net Working Capital is less than the Net Working Capital Target and minus (vi) the unpaid Company Transaction Expenses as of the Closing Date.
Closing Consideration. MSB shall pay to OTI the amounts set forth in paragraph (a) of Exhibit 3.1 as set forth therein.
Closing Consideration. Upon the second Business Day immediately following the Closing, MSB shall deliver to OTI a cash payment in immediately available funds in the amount of the Closing Consideration, payable to the account designated in writing by OTI no later than two (2) Business Days prior to the Closing Date. On the date that is six (6) months after the Closing Date (or if such date is not a Business Day, the immediately following Business Day), MSB shall deliver to OTI a cash payment in immediately available funds of $15,000,000, payable to the account designated in writing by OTI no later than two (2) Business Days prior to such date.
Closing Consideration. At the Closing, as full and complete payment for the purchase of the Membership Interests at Closing, Purchaser shall pay the Closing Consideration, net of any withholding required under applicable law. The Purchase Price shall be paid by wire transfer of immediately available funds pursuant to written instructions delivered by the Seller to Purchaser at least two Business Days prior to the Closing.
Closing Consideration. The closing consideration shall be delivered at the Closing as follows:
(A) Buyer shall pay to Seller, by wire transfer of immediately available funds, in accordance with (to the extent made available to Buyer) the wire transfer instructions delivered pursuant to Section 1.2, the Initial Cash Payment; and
(B) Buyer shall deliver the Initial Stock Consideration issued in book entry form to Seller.
