Closing Payment Amount. The aggregate consideration to be paid by Buyer to Seller for the Purchased Equity Interests at Closing shall be (a) $140,000,000 (the “Closing Payment Amount”), plus or minus, as applicable, (b) the adjustments pursuant to Section 2.5.
Closing Payment Amount. The consideration payable by Buyer for the purchase of the Shares and the Additional Assets is One Hundred Twenty-Three Million Dollars ($123,000,000) (the “Purchase Price”). On the Closing Date, Buyer shall pay the Purchase Price to Sellers by wire transfer of immediately available funds as set forth on Schedule 1.2 hereto. The Purchase Price is subject to adjustment as provided in Section 1.3 below.
Closing Payment Amount. At the Closing, Purchaser shall deliver or cause to be delivered to Sellers (and/or one or more of Sellers’ designees), in immediately available funds, the Closing Payment Amount.
Closing Payment Amount. The amount payable at the Closing shall be equal to Nine Million Five Hundred Thousand Dollars ($9,500,000), which is an estimate of Book Value at Closing (the "Closing Payment Amount" or "Estimated Closing Book Value").
Closing Payment Amount. In consideration of the termination ---------------------- of the Distributor Agreement in accordance with Section 1 hereof, at the Closing, Purchaser, for itself and as agent for the Purchasing Subsidiaries, will deliver to Seller, for itself and as agent for the Assigning Subsidiaries, by wire transfer of immediately available funds to such account as shall have been designated by Seller to Purchaser for such purpose prior to the Closing, an amount equal to $5,226,000 (the "Closing Payment Amount").
Closing Payment Amount. Purchaser will pay or cause to be paid to Sellers, in accordance with each Seller’s Pro Rata Share, by wire transfer of immediately available funds to such accounts as designated in writing by each Seller at least two (2) Business Days prior to the Closing Date, an aggregate amount equal to the Estimated Purchase Price minus an aggregate amount equal to the initial Holdback Amount and the Expense Reserve Holdback and excluding any portion of the Earnout Payment that becomes payable in accordance with Section 1.8 (the “Closing Payment Amount”).
Closing Payment Amount. On the Closing Date, the Purchaser will pay to the Seller, an aggregate amount equal to (a) the Purchase Price, plus (b) an amount of [****] to settle certain intercompany liabilities owed by the Targets to the Seller, minus (c) the Transaction Expenses Amount, minus (d) the Agreed Hold Back Amount (such net amount equal to US$9,042,565, the “Closing Payment Amount”), by wire transfer of immediately available funds to the bank account of the Seller.
Closing Payment Amount. Subject to adjustment as set forth in Section 1.4, on the Closing Date, the Purchaser will pay (or cause to be paid) to the Paying Agent, for further payment to the Securityholders, in accordance with the Stockholder Allocation Percentages, an aggregate amount equal to (i) the Purchase Price, minus (ii) the Indebtedness Payoff Amount, minus (iii) the unpaid Transaction Expenses as of the close of business on the Closing Date, plus (iv) the Estimated Working Capital Surplus, if applicable, minus (v) the Estimated Working Capital Shortfall, if applicable (such net amount, the “Closing Payment Amount”), by wire transfer of immediately available funds in the amount and to the bank account(s) set forth on the Funds Flow. Upon receipt of the Closing Payment Amount by the Paying Agent in accordance with the Funds Flow, but without derogating from any of Purchaser’s other obligations under this Agreement, the Purchaser will have no further liability arising out of the further distribution of the Closing Payment Amount to the Securityholders. Notwithstanding the aforesaid, it is agreed that if the Closing Payment Amount is less than the Purchase Price, an amount equal to the Purchase Price minus the Closing Payment Amount shall be deducted from the amounts payable to the Founders and the Entitled Employees set forth in Section 1.2(a) and (b) (“Bonus Reduction Amount”) and added to the Closing Payment Amount to be paid to the Paying Agent pursuant to this Section 1.3.
Closing Payment Amount. The cash amount payable by the Purchaser to the Seller at Closing (the “Closing Payment Amount”) shall be an amount equal to [***].
Closing Payment Amount. (a) At least five (5) Business Days prior to the Closing Date, the Company shall provide to the Purchaser, (i) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimate of (A) the Estimated Cash, (B) the Estimated Indebtedness, (C) the Company’s estimate of the Net Working Capital, (the “Estimated Net Working Capital”) and the difference between the Target Net Working Capital and the Estimated Net Working Capital, (D) Known Transaction Costs, and (E) the resulting calculation of the Purchase Price; and (ii) the Consideration Allocation Certificate. The form of the Estimated Closing Statement is attached hereto as Exhibit C.
(b) The Estimated Closing Statement shall be accompanied by all relevant backup materials and schedules. Not less than two (2) Business Days prior to the anticipated Closing Date, the Purchaser shall notify the Company in the event that it disputes any aspect of the Estimated Closing Statement, it being understood and agreed that any failure to do so with respect to any particular aspect shall not prejudice in any way the Purchaser’s rights following Closing. Prior to the Closing Date, the Company and the Purchaser shall negotiate in good faith to resolve any such dispute with respect to the Purchaser’s comments on the Estimated Closing Statement; provided, however, that Closing shall proceed in accordance with this Agreement notwithstanding any unresolved dispute in relation to the Estimated Closing Statement and that the Company’s determination shall govern until final determination of such dispute, without prejudice to Seller’s rights under Section 2.7. If, after delivery of the Estimated Closing Statement, but prior to the Closing, there shall be a change in any component thereof, the Company shall update (i) the Estimated Closing Statement and the Estimated Net Working Capital, Estimated Indebtedness and Estimated Cash derived therefrom.
