Closing Date Payment Amount Sample Clauses

Closing Date Payment Amount. At the Closing, Buyer shall pay to Sellers an aggregate amount equal to the Estimated Purchase Price (as defined below) less the Escrow Amount (such amount, the “Closing Date Payment Amount”). Buyer shall be liable for the performance of any and all of Buyer’s covenants and agreements hereunder, including, without limitation, payment of the Purchase Price. The Closing Date Payment Amount shall be paid in cash by wire transfer to the accounts designated by Sellers at least three (3) Business Days prior to the Closing via the wire instruction acknowledgement form attached hereto as Exhibit B.
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Closing Date Payment Amount. In consideration of the sale and transfer to Purchaser of the Shares on the Closing Date, Purchaser shall deliver to Seller on the Closing Date, by wire transfer of immediately available funds, the following (the "Closing Date Payment Amount"): (i) $269,000,000 (the "Purchase Price") plus or minus, as the case may be, (ii) an estimate, prepared by Seller and communicated to Purchaser at least five Business Days prior to the Closing Date, of any adjustments to the Purchase Price pursuant to Section 2.04.
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Closing Date Payment Amount. (i) Attached as Exhibit F is a statement setting forth Seller’s good faith estimate of (A) Closing Working Capital (the “Estimated Closing Working Capital”) and the resulting calculation of the Estimated Working Capital Adjustment, determined in accordance with Section 2.02(b)(ii), (B) Closing Cash and Cash Equivalents (the “Estimated Closing Cash and Cash Equivalents”), (C) Closing Indebtedness (the “Estimated Closing Indebtedness”), (D) Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), and (E) the resulting calculation of the Closing Date Payment Amount, determined in accordance with Section 2.02(b)(ii), which statement contains an estimated balance sheet of the Company and the Operating Subsidiary as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital and the resulting Estimated Working Capital Adjustment, Estimated Closing Cash and Cash Equivalents, Estimated Closing Indebtedness and Estimated Closing Transaction Expenses (the “Estimated Closing Statement”), and a certificate of the Chief Financial Officer of Seller that the Estimated Closing Statement was prepared in accordance with the Accounting Principles. 16
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Closing Date Payment Amount. 1.7(x) Closing Date Balance Sheet......................... 1.8(a) Closing Working Capital Amount..................... 1.7(xi) Code............................................... 2.13 Company............................................
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Closing Date Payment Amount. By close of business on the Closing Date, BANA shall pay Xxxxxx Mae the aggregate sum of $3,554,600,000 (the “Closing Date Payment Amount”) by wire transfer to the account below of immediately available funds. For the account of: FNMA Federal Reserve Bank ABA Routing Number: 21,039,500 Account Number: 21,039,500 Required Reference: 169232420BANA SettlementAttn: Xxxxxxx KiddRemitter Contact Information (Name and Phone #)
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Closing Date Payment Amount. At the Closing, the Buyer shall make or cause to be made the payments, including the Closing Date Payment, set forth in Section 2.2(c). The “Closing Date Payment” is an amount equal to (i) the Base Purchase Price, plus (ii) Estimated Cash on Hand, plus (iii) the amount of the Estimated Working Capital Adjustment, minus (iii) Estimated Transaction Costs, minus (iv) Estimated Indebtedness.
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Closing Date Payment Amount. The Closing Date Payment Amount, less the Escrow Amount which shall have been delivered to the Escrow Agent.
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Closing Date Payment Amount. (a) At least two (2) Business Days prior to the Closing Date, the Seller shall cause to be prepared and delivered to the Buyer a statement setting forth the Seller’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”), the Transaction Related Expenses to the extent unpaid as of immediately prior to the Closing (the “Estimated Transaction Related Expenses”) and the Net Funded Indebtedness (the “Estimated Net Funded Indebtedness”), in each case together with the components thereof and with reasonable supporting documentation showing the calculation of such estimates. Such statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the Accounting Principles and the definitions of “Net Working Capital,” “Transaction Related Expenses” and “Net Funded Indebtedness.” If the Estimated Net Working Capital is greater than the Target Net Working Capital, such excess amount shall be the “Estimated Net Working Capital Excess Amount.” If the Estimated Net Working Capital is less than the Target Net Working Capital, the difference shall be the “Estimated Net Working Capital Deficiency Amount.” The amount payable by the Buyer to the Seller at the Closing shall be an amount (the “Closing Date Payment Amount”) in Dollars equal to (i) the Base Closing Cash Amount plus (ii) the Estimated Net Working Capital Excess Amount, if any, minus (iii) the Estimated Net Working Capital Deficiency Amount, if any, minus (iv) the Estimated Net Funded Indebtedness, minus (v) the Estimated Transaction Related Expenses.
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Closing Date Payment Amount 
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Related to Closing Date Payment Amount

  • Closing Date Payment The term “Closing Date Payment” shall have the meaning ascribed to it in Section 3.

  • Payment Amount Payment for the Services shall be as follows: (choose one) ☐ - $______________________ for the Services (“Payment”). ☐ - At an hourly rate of $____ per hour (“Payment”). ☐ - Other. ______________________________________________ (“Payment”) If the Subcontractor asserts a claim which involves, in whole or in part, acts or omissions which are the responsibility of the Client or another person for whom a claim may be submitted, including but not limited to, claims for failure to pay, an extension of time, impacts, delay damages, or extra work, the Contractor shall present the Subcontractor's claim to the Client or other responsible party provided the Subcontractor presents to Contractor competent supporting evidence and in sufficient time for the Contractor to do so. The Subcontractor shall cooperate fully with the Contractor in any and all steps the Contractor takes in connection with prosecuting such a claim and shall hold harmless and reimburse the Contractor for all expenses, including legal expenses, incurred by the Contractor which arise out of the Contractor's submission of the Subcontractor's claims to the Client or other responsible party(ies). The Subcontractor shall be bound by any adjudication or award in any action or proceeding resolving such a claim.

  • Earnout Payment In addition to the Closing Payment Shares, if Madhouse meets certain performance requirements during a three-year performance period ending December 31, 2022 as set forth on Schedule II (the “Earnout Provisions”), then the Purchaser shall make the one-time payment (the “Earnout Payment”) determined in accordance with the Earnout Provisions, payable to the Seller and the long-term incentive plan (described below). As set forth in more detail in, and subject to, the Earnout Provisions, the Earnout Payment will be made in the form of (a) the Purchaser issuing to the Seller additional Purchaser Common Shares (the “Earnout Payment Shares”) in the amount calculated pursuant to the Earnout Provisions, (b) a cash payment, (c) a subordinated promissory note issued by the Purchaser to the Seller, or (d) a combination of the foregoing payment methods. The Earnout Payment shall be made by the Purchaser within five (5) Business Days after a final determination of payment due to the Seller pursuant to this Section 3.1. The Purchaser hereby covenants and agrees to perform its obligations set forth in the Earnout Provisions and to maintain the highest number of Purchaser Common Shares potentially issuable under the terms of the Earnout Provisions (which number shall not be less than 22,200,000) available for issuance with respect to Earnout Payment Shares without any restriction or limitation thereof, at all times after the Closing until all of the payment obligations set forth in the Earnout Provisions have been satisfied or have expired. The amount of the Earnout Payment (i) is subject to reduction as set forth in the Earnout Provisions and Article VIII and, (ii) as set forth in the Earnout Provisions, has been partially and irrevocably assigned by Seller to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Group Company business, in a manner that shall be determined in Seller’s discretion, provided that Seller shall not receive any portion of such assigned Earnout Payment.

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Additional Payment In addition to any Spousal Support, in the event of Divorce: (check one) ☐ - There shall be No Additional Payment made by either Spouse to the other than those listed in this Agreement. ☐ - There shall be an Additional One (1) Time payment in the amount of $ made by the ☐ Husband ☐ Wife to the ☐ Husband ☐ Wife (“Additional Payment”). The Additional Payment shall be made within thirty (30) days after a divorce judgment, decree, or similar document that certifies the Divorce. ☐ - Other. .

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • Closing Date Certificate Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

  • Contribution Payment To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to the amount of any and all Indemnifiable Liabilities incurred or paid by Indemnitee for which such indemnification is not permitted. The amount the Company contributes shall be in such proportion as is appropriate to reflect the relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault (collectively, including the Company, the "Third Parties"), on the other hand.

  • Adjustment Amount (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five (45) days after the Closing Date and January 31, 2019, Acquiror shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of the Closing Date Indebtedness, (iii) a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors).

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