Common use of Closing Date Payments Clause in Contracts

Closing Date Payments. At the Closing, Buyer and Parent, as applicable shall make the following payments: (a) first, by Buyer to the lenders or other creditors of Seller, on Seller’s behalf, by wire transfer of immediately available funds to the bank accounts designated by such lenders or other creditors, an amount equal to the Estimated Indebtedness as set forth on the Estimated Closing Statement; (b) second, by Buyer to the payees which are owed Seller Transaction Expenses, on Seller’s behalf, by wire transfer of immediately available funds to the bank accounts designated by such payees, an amount equal to the Estimated Seller Transaction Expenses as set forth on the Estimated Closing Statement; (c) third, by Buyer to the Escrow Agent, by wire transfer of immediately available funds to the bank account set forth in the Escrow Agreement, an amount equal to the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the "Indemnification Escrow Fund"); (d) fourth, by Buyer to Seller, by wire transfer of immediately available funds to the bank account designated by Seller in the Estimated Closing Statement, an amount equal to the Closing Payment; (e) fifth to each of DNF Transportation Services, Inc, and Azure Business & Medical I, LLC by wire transfer of immediately available funds to the bank accounts designated by Seller in the Estimated Closing Statement, an amount equal to the amounts payable pursuant to the Asset Transfer Agreements; and (f) sixth, by Parent to the Seller, pursuant to Estimated Closing Statement, the Equity Consideration Securities.

Closing Date Payments. At the Closing, Buyer and Parent, as applicable shall make (or cause to be made) the following payments: (a) first, by Buyer an amount in the aggregate equal to the lenders or other creditors of Seller, on Seller’s behalfIndebtedness Payoff Amount, by wire transfer of immediately available funds to the bank accounts designated by such the lenders or and other creditors, an amount equal to creditors of the Estimated Indebtedness Company and its Subsidiaries as set forth on 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) secondan amount equal to $3,000,000 (the "Adjustment Escrow Amount") as a source for the payment and discharge of amounts due, by Buyer to if any, from the payees which are owed Seller Transaction Expenses, on Seller’s behalfEquityholders under Section 2.07(f), by wire transfer of immediately available funds to the bank accounts designated by such payees, an amount equal to the Estimated Seller Transaction Expenses as set forth on the Estimated Closing StatementEscrow Agent; (c) third, by Buyer the Transaction Expenses identified in the Estimated Closing Statement as Transaction Expenses to the Escrow Agentbe paid at Closing, by wire transfer of immediately available funds to the bank account or accounts of the payees thereof as set forth in the Escrow Agreement, an amount equal to the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the "Indemnification Escrow Fund")Estimated Closing Statement; (d) fourthan amount equal to $300,000 (the "Equityholder Representative Expense Amount") to an account designated by the Equityholder Representative, to be used by Buyer the Equityholder Representative to Sellerdischarge 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 bank account or accounts designated by Seller 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; Payment Amount payable to Optionholders as set forth in the Payment Allocation Schedule (esuch aggregate amount, the "Option Consideration") fifth for payroll processing for and distribution to each of DNF Transportation Services, Inc, Optionholder who has duly executed and Azure Business & Medical I, LLC by wire transfer of immediately available funds delivered to the bank accounts designated by Seller 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 Estimated Closing StatementPayment Allocation Schedule, an amount equal less all applicable withholding Taxes. Notwithstanding anything to the amounts payable pursuant contrary in this Agreement or elsewhere, the payment of the Option Consideration and all related withholding and Tax reporting shall be effectuated by use of the payroll system of the Company or one of its Subsidiaries, as applicable and, notwithstanding any provision of this Agreement to the Asset Transfer Agreements; and (f) sixthcontrary, by Parent shall not include any interest with respect to or to account for any delay in such Optionholder's receipt of the Seller, pursuant to Estimated Closing Statement, the Equity Consideration Securitiespayment.

Closing Date Payments. No later than five (5) Business Days prior to the Closing, the Representative shall deliver to Parent (i) the Representative’s good faith calculation of the Estimated Purchase Price and each of the components thereof (calculated in a manner consistent with the definitions and other applicable provisions of this Agreement), (ii) the Allocation Schedule, (iii) a calculation of the Estimated Aggregate Earn-Out Payment, in each case together with reasonable supporting detail and documentation (including supporting calculations and schedules) used by the Representative in its calculations thereof. Upon receipt of the calculation of the Estimated Purchase Price, Parent shall be permitted to review and provide comments thereto, the Representative shall reasonably consider any comments made by Parent in respect thereof, and the Parties shall cooperate in good faith to resolve any disagreements with respect to such calculations, it being understood that Parent shall have no approval rights with respect to the calculation of the Estimated Purchase Price or the basis thereof; provided, that in case of any disagreement between the Parties, in no case shall such disagreement hinder or delay the Closing and the calculations originally delivered by the Representative shall control. If the parties agree to any changes to the Estimated Purchase Price or the components thereof, such changes shall be deemed included in the applicable calculations for purposes of the Estimated Purchase Price to be paid pursuant to this Section 2.12. At the Closing, Buyer and ParentParent shall pay, as applicable shall make the following payments: (a) first, by Buyer to the lenders or other creditors of Seller, on Seller’s behalf, in cash by wire transfer of immediately available funds to funds, the bank accounts designated by following: (i) (x) $10,000,000.00 (such lenders or other creditorsamount, the “Adjustment Escrow Amount”) shall be deposited into an escrow account (the “Adjustment Escrow Account”), (y) an amount of cash equal to the Estimated Indebtedness as set forth on the Estimated Closing Statement; (b) second, by Buyer to the payees which are owed Seller Transaction Expenses, on Seller’s behalf, by wire transfer of immediately available funds to the bank accounts designated by such payees, an amount equal to the Estimated Seller Transaction Expenses as set forth on the Estimated Closing Statement; (c) third, by Buyer to the Escrow Agent, by wire transfer of immediately available funds to the bank account set forth in the Escrow Agreement, an amount equal to the Indemnification Escrow Amount Aggregate Earn-Out Payment (such amount, including any interest or other amounts earned thereon the “Earn-Out Escrow Amount”) shall be deposited into an escrow account (the “Earn-Out Escrow Account”) and less any disbursements therefrom (z) $1,800,000.00 (such amount, the “Indemnity Escrow Amount”) shall be deposited into an escrow account (the “Indemnity Escrow Account”), each of which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement shall be (A) entered into on the Closing Date by and among the Representative, Parent and Citibank N.A. (the “Escrow Agent”) and (B) in a form to be reasonably agreed upon among the Representative, Parent and the Escrow Agent prior to the Closing; (ii) $9,098,120 (such amount, the “Representative Expense Amount”) shall be deposited into an account established by the Representative (the “Representative Expense Account”) for purposes of satisfying (A) costs, expenses and/or liabilities incurred in its capacity as the Representative and otherwise in accordance with this Agreement and (B) obligations of the Escrow Agreement, the "Indemnification Escrow Fund"Representative pursuant to Section 6.12(e); (d) fourth, by Buyer to Seller, by wire transfer of immediately available funds to the bank account designated by Seller in the Estimated Closing Statement, an amount equal to the Closing Payment; (e) fifth to each of DNF Transportation Services, Inc, and Azure Business & Medical I, LLC by wire transfer of immediately available funds to the bank accounts designated by Seller in the Estimated Closing Statement, an amount equal to the amounts payable pursuant to the Asset Transfer Agreements; and (f) sixth, by Parent to the Seller, pursuant to Estimated Closing Statement, the Equity Consideration Securities.