Closing Date Payments. No later than three Business Days prior to the Closing, Seller shall deliver to Buyer a closing statement setting forth an item by item calculation of the Estimated Purchase Price in the form of the Example Statement (the “Closing Statement”). At the Closing, Buyer shall pay, or shall cause the Company to pay, in cash by wire transfer of immediately available funds, the following:
(i) $50,000,000 of cash (such amount, the “Adjustment Escrow Amount”) shall be deposited into an escrow account (the “Adjustment Escrow Account”), which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement shall be (x) entered into on the Closing Date by and among Seller, the Company, Buyer and Xxxxx Fargo Bank, National Association, a national banking association (the “Escrow Agent”) as security for Seller’s obligations pursuant to Section 2.4(c) and (y) substantially in the form of Exhibit B attached hereto;
(ii) on behalf of Seller and the Group Companies, (x) the portion of the Closing Date Indebtedness that is Funded Indebtedness and (y) the Seller Expenses that are included in the Estimated Purchase Price, each as set forth on the Closing Statement and in accordance with the Debt Payoff Letters, invoices or other documents evidencing such amounts delivered to Buyer at least one Business Day prior to the Closing Date; and
(iii) to Seller, an amount equal to (A) the Estimated Purchase Price, minus (B) the Adjustment Escrow Amount.
Closing Date Payments. The Borrower and the Lenders shall have made such payments among themselves on the Closing Date as directed by the Administrative Agent with the result that, after giving effect thereto, the outstanding Revolving Credit Loans if any, shall be held by the Lenders pro rata in accordance with their respective Commitments. The Borrower shall have paid to the Administrative Agent, for the account of the respective lenders under the Existing Credit Agreement, all unpaid fees and other amounts accrued under the Existing Credit Agreement to the Closing Date.
Closing Date Payments. At the Closing, Buyer shall (i) pay and deliver to Seller, by wire transfer in Good Funds, the Purchase Price less (a) the Deposit (and interest accrued thereon), (b) the Working Capital Escrow Amount (as defined below) and (c) the Purchase Price Reduction Escrow Amount (as defined below), (ii) instruct the Deposit Escrow Agent in writing to deliver the Deposit (and any interest accrued thereon) to Seller, by wire transfer of Good Funds, (iii) pay and deliver in trust to JPMorgan Chase Bank or other similar escrow agent mutually acceptable by written agreement executed by Buyer and Seller (the "Working Capital Escrow Agent") an escrow (the "Working Capital Adjustment Escrow Account") in an amount equal to Six Million Dollars and No Cents ($6,000,000) (the "Working Capital Escrow Amount") in Good Funds pursuant to an escrow agreement among Buyer, Seller and Working Capital Escrow Agent substantially in the form attached hereto as Exhibit "F" (the "Working Capital Escrow Agreement"), which will be available to satisfy any amounts owed to Buyer or Seller pursuant to Section 2.2 hereof and (iv) pay and deliver to an escrow (the "Purchase Price Reduction Escrow Account") with JPMorgan Chase Bank or other similar escrow agent or company reasonably designated by Seller (the "Purchase Price Reduction Escrow Agent") an amount equal to Three Million Dollars and No Cents ($3,000,000) (the "Purchase Price Reduction Escrow Amount") in Good Funds pursuant to an escrow agreement among Buyer, Seller and the Purchase Price Reduction Escrow Agent substantially in the form attached hereto as Exhibit "G" (the "Purchase Price Reduction Escrow Agreement"), which will be available for distribution to Buyer according to Section 2.1.4 hereof. Upon calculation of Net Working Capital as provided in Section 2.2, the Working Capital Escrow Amount shall be released pursuant to Section 2.2.3. Any portion of the Working Capital Escrow Amount not necessary to satisfy amounts payable to Buyer pursuant to such Section 2.2 shall promptly be disbursed to Seller together with all interest accrued thereon. The Working Capital Escrow Agent's escrow fees and charges shall be paid one-half by Seller and one-half by Buyer, in which respect the Seller and the Buyer shall not be jointly liable since each shall only be liable for its own part (one-half) of the said fees and charges. Following the expiration of thirty (30) days following the Closing Date, any portion of the Purchase Price Reduction Esc...
Closing Date Payments. All payments to be made to Seller on the Closing Date shall be made by wire transfer of immediately available funds in New York City to an account specified by Seller.
Closing Date Payments. At the Closing, (a) Buyer shall pay to Sellers cash by wire transfer of immediately available funds in an amount equal to the aggregate of the Cash Consideration and the Inventory Purchase Price minus the Minimum Deposit (the “Closing Date Payment”), and (b) Sellers and Buyer shall direct the Escrow Agent to indefeasibly transfer the Minimum Deposit to an account designated by Sellers.
Closing Date Payments. The Closing Purchase Price shall be an amount equal to the Purchase Price adjusted as follows (and reflected in the Preliminary Settlement Statement and the Final Settlement Statement in accordance with Sections 6.5 and 6.6):
2.3.1 decreased by the amount of the Performance Deposit paid by Buyer to Seller;
2.3.2 increased by the amount provided for under Section 6.1;
2.3.3 increased or decreased, as appropriate, by the amount provided for under Section 6.2;
2.3.4 increased or decreased, as appropriate, by the amount provided for under Section 6.3;
2.3.5 increased or decreased, as appropriate, by the amount provided for under Section 6.4;
2.3.6 decreased, as appropriate, by any adjustments made for Properties excluded pursuant to Article 3;
2.3.7 to the extent determined prior to the Closing, decreased by the agreed or arbitrated adjustment, if any, to which Buyer is entitled for Alleged Adverse Conditions pursuant to Section 5.2 and decreased or increased, as appropriate, by any adjustments made for Properties excluded pursuant to Section 5.2;
2.3.8 to the extent determined prior to the Closing, decreased by the agreed or arbitrated adjustment, if any, to which Buyer is entitled for Casualty Loss pursuant to Article 7;
2.3.9 increased or decreased, as appropriate, by the amount of the payment for Imbalances pursuant to Section 12.7; and
2.3.10 increased or decreased, as the case may be, by any other amount mutually agreed to by the Parties in writing. The Purchase Price, as so adjusted, shall be the “Adjusted Purchase Price.” HOUSTON 1139976v.13
Closing Date Payments. At the Closing, Buyer shall make (or cause to be made) the following payments:
(a) an amount in the aggregate equal to the Indebtedness Payoff Amount, by wire transfer of immediately available funds to the accounts designated by the lenders and other creditors of the Company and its Subsidiaries as set forth in the Estimated Closing Statement, in accordance with the payoff letters provided by such lenders and other creditors as contemplated by Section 2.08(a)(iii);
(b) an amount equal to $3,000,000 (the “Adjustment Escrow Amount”) as a source for the payment and discharge of amounts due, if any, from the Equityholders under Section 2.07(f), by wire transfer of immediately available funds to the Escrow Agent;
(c) the Transaction Expenses identified in the Estimated Closing Statement as Transaction Expenses to be paid at Closing, by wire transfer of immediately available funds to the account or accounts of the payees thereof as set forth in the Estimated Closing Statement;
(d) an amount equal to $300,000 (the “Equityholder Representative Expense Amount”) to an account designated by the Equityholder Representative, to be used by the Equityholder Representative to discharge its duties hereunder; and
(e) an aggregate amount equal to (i) the Estimated Purchase Price minus (ii) the Adjustment Escrow Amount minus (iii) the Equityholder Representative Expense Amount (the “Closing Payment Amount”), which shall be paid (A) in the case of the Sellers, to each Seller in accordance with the allocation to such Seller as set forth in the Payment Allocation Schedule, by wire transfer of immediately available funds to the account or accounts designated by the Sellers as set forth in the Estimated Closing Statement, and (B) in the case of the Optionholders, by delivery to the Company (for further payment to the Optionholders) of an aggregate amount of cash equal to the portion of the Closing Payment Amount payable to Optionholders as set forth in the Payment Allocation Schedule (such aggregate amount, the “Option Consideration”) for payroll processing for and distribution to each Optionholder who has duly executed and delivered to the Company an Option Cancellation Agreement, at the next administratively practicable payroll date, of such Optionholder’s respective portion of the Option Consideration as set forth in the Payment Allocation Schedule, less all applicable withholding Taxes. Notwithstanding anything to the contrary in this Agreement or elsewhere, the payment of the...
Closing Date Payments. Agent shall have received evidence satisfactory to it that the Closing Date Payments have been paid in full;
Closing Date Payments. As soon as reasonably practicable (but in no event later than one (1) Business Day) after the Closing, Acquirer shall make, or cause to be made, the following payments in cash by wire transfer of immediately available funds:
(i) to Continental Stock Transfer & Trust Company or other bank or trust company as Acquirer may choose in its discretion (the “Paying Agent”), the sum of (A) the Closing Stock Consideration for further distribution to the Company Stockholders pursuant to Section 1.4(c) and (B) the Closing Warrant Consideration for further distribution to the Company Warrantholders pursuant to Section 1.4(c); and
(ii) to the Surviving Corporation (as directed by the Company in the Spreadsheet), the aggregate Closing Option Consideration for further payment to the Company Optionholders that held In the Money Options immediately prior to the Effective Time.
Closing Date Payments. At or prior to the Closing, subject to any adjustments agreed by the Parties and the parties to the Transaction Agreement:
(a) LAC shall pay to NHC by wire transfer of immediately available funds to an account designated by NHC the amount contemplated by the LAC-NHC Investment.
(b) GFL shall pay to NHC by wire transfer of immediately available funds to an account designated by NHC the amount contemplated by the GFL-NHC Investment.
(c) GFL shall pay to GHC by wire transfer of immediately available funds to an account designated by GHC the amount contemplated by the GFL-GHC Investment.
(d) LAC and GFL shall, and LAC shall cause 226 to, cause the Company to repay to LAC, by wire transfer of immediately available funds to an account designated by LAC, all outstanding amounts owing under the LAC Capital Contribution Loans and the Company-LAC Indebtedness (including any accrued and payable interest thereon). The Parties acknowledge and agree that the foregoing payments may be satisfied by way of direction, if determined to be advisable pursuant to one or more agreed direction agreements.
