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.
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.
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.
(b) At the Closing, the Buyer shall make payments by wire transfer in immediately available funds as follows:
(i) the Closing Date Payment Amount to the Seller or one of its designees by wire transfer of immediately available funds in a bank account specified by the Seller upon written notice given to the Buyer no less than two (2) Business Days prior to the Closing Date;
(ii) an amount equal to the Estimated Transaction Related Expenses of the Purchased Companies that have not been paid prior to the Closing to one or more accounts (of the applicable Persons to whom such payments are required to be made) specified by the Seller upon written notice given by the Seller, together with the appropriate invoices, to the Buyer at least two (2) Business Days prior to the Closing Date; and
(iii) an amount equal to the Closing Debt to be Discharged to one or more accounts of the holders of the Closing Debt t...
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............................................
Closing Date Payment Amount. (a) Subject to Section 2.3(a) and this Section 2.2, at the Closing, Purchaser shall pay, by wire transfer of immediately available funds to the Seller or the applicable payee identified on the Estimated Closing Statement, in each case, to the account designated on the Estimated Closing Statement, an aggregate amount equal to:
(i) the Base Price; plus
(ii) an amount, if any, equal to the excess of the Net Working Capital over the Target Net Working Capital; less
(iii) an amount, if any, equal to the excess of the Target Net Working Capital over the Net Working Capital; less
(iv) an amount equal to $1,700,000 (the “Holdback Amount”); less
(v) an amount, if any, equal to the Indebtedness outstanding as of immediately prior to the Effective Time that is assumed by Xxxxxxxxx and is not paid off from the Closing Date Payment Amount (as set forth in the Estimated Closing Statement); less
(vi) any amount in respect of the prorated share of any ad valorem Taxes with respect to the Purchased Assets for Pre-Closing Tax Periods as described in Section 2.5; less
(vii) any other amounts to be paid by Purchaser directly to a third party on behalf of the Seller, including any Third Party Transaction Expenses or Indebtedness, in connection with the Closing as set forth on the Estimated Closing Statement.
(b) Each of the items described in Section 2.2(a), including the portion of the Purchase Price payable on the Closing Date to the Seller (the “Closing Date Payment Amount”) shall be specified on the Estimated Closing Statement.
(c) With respect to the deductions from the Purchase Price described in Sections 2.2(a)(vii), at the Closing, Purchaser shall make such payments on behalf of the Seller as are set forth on the Estimated Closing Statement, including payoff of any Third Party Transaction Expenses or Indebtedness (to the extent reflected thereon).
Closing Date Payment Amount. The Closing Date Payment Amount, less the Escrow Amount which shall have been delivered to the Escrow Agent.
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 #)
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.
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
Closing Date Payment Amount
