Closing Payments Sample Clauses
The Closing Payments clause defines the financial obligations that must be settled by the parties at the completion of a transaction. It typically outlines the specific amounts to be paid, the timing of these payments, and the method by which funds are to be transferred, such as wire transfer or certified check. This clause ensures that all monetary exchanges are clearly documented and executed at closing, thereby preventing disputes and ensuring a smooth transfer of ownership or assets.
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Closing Payments. At Closing, the Acquiror Parties and the Merger Subsidiary shall deliver the following amounts by wire transfer in immediately available funds:
(a) The Acquiror Parties and the Merger Subsidiary shall deliver $4,000,000 (such amount, or the remaining principal balance thereof from time to time, the "Indemnification Escrow Funds") to U.S. Bank National Association (or a nationally recognized financial institution selected prior to Closing by mutual agreement of the Acquiror and the Company) as escrow agent (the "Escrow Agent"), with instructions to deposit such amount in a separate, segregated, interest-bearing account designated for such purpose (the "Indemnification Escrow Account"), to be governed by the terms of this Agreement and an escrow agreement, substantially in the form attached as Exhibit F (the "Indemnification Escrow Agreement"), which the parties thereto will enter into at Closing.
(b) The Acquiror Parties and the Merger Subsidiary shall deliver $500,000 (together with any interest or investment income thereon, the "Working Capital Escrow Funds") to the Escrow Agent, with instructions to deposit such amount in a separate, segregated, interest-bearing account designated for such purpose (the "Working Capital Escrow Account"), to be governed by the terms of this Agreement and an escrow agreement, substantially in the form attached as Exhibit G, which the parties thereto will enter into at Closing.
(c) The Acquiror Parties and the Merger Subsidiary shall pay the sum of $25,000,000 and the Estimated Adjustment (such amount, the "Closing Date Payment") to U.S. Bank National Association (or a nationally recognized financial institution selected prior to Closing by mutual agreement of the Acquiror and the Company) as paying agent (the "Paying Agent"), with instructions to take the following actions immediately upon receipt thereof, and in any case on the Closing Date: (i) to deposit such amount in a separate, segregated, interest-bearing account designated for such purpose (the "Payment Fund"), established for the benefit of the Company Interestholders, and (ii) to pay each of the Company Interestholders from the Payment Fund in the respective amounts set forth on Schedule I hereto.
Closing Payments. (i) Promptly following the Closing Date, but in no event later than four Business Days after the Closing Date, Parent or its agent shall mail a letter of transmittal in substantially the form attached hereto as Exhibit F (the “Letter of Transmittal”) to each Company Stockholder at the address set forth opposite each such Company Stockholder’s name on the Spreadsheet.
(ii) Upon surrender of a certificate that formerly represented shares of Company Capital Stock (the “Company Stock Certificates”) for cancellation to Parent or its agent, together with the Letter of Transmittal, Form W-9 or the appropriate series of Form W-8 and any other instruments that Parent or its agent reasonably requests (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Stock Certificate shall be entitled to receive from Parent or its agent in exchange therefor that portion of the Closing Merger Consideration into which the shares of Company Capital Stock represented by such Company Stock Certificate have been converted pursuant to Section 2.7 (determined, solely for purposes of this Section 2.10(b), as if the Final Adjusted Closing Merger Consideration Amount required to determine the Closing Merger Consideration in accordance with the definition thereof was the Estimated Adjusted Closing Merger Consideration Amount), less such Company Stockholder’s Pro Rata Portion of the Escrow Amount contributed with the Escrow Agent pursuant to Section 2.10(a). Parent or its agent shall deliver such consideration (which, for the avoidance of doubt, may be delivered in a book-entry or similar position through The Depository Trust & Clearing Corporation or any other depository or similar functionary, credited to an account for the benefit of such Company Stockholder) specified in the preceding sentence to such Company Stockholder. Upon the surrender of any such Company Stock Certificate, the Company Stock Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the portion of the Merger Consideration into which such shares of Company Capital Stock shall have been converted pursuant to Section 2.7 plus the right to receive a portion of the Earnout Consideration as set forth in Section 2.16, when and if paid.
Closing Payments. At the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows:
(a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing;
(b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages;
(c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”);
(d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”).
Closing Payments. Part 1.11 of the Company Disclosure Schedule sets forth: (a) the Company’s good faith estimate of the amount payable to the holder of Debt outstanding under the CIT Loan Agreement as of the Closing and (b) an itemized list of all Transaction Expenses owed by the Target Companies as of the Closing, including the identity of each payee and the Company’s good faith estimate of the amount to be owed as of the Closing. At the Closing, Parent shall deliver on behalf of the Company by wire transfer of immediately available funds (x) to CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement, an amount equal to the lesser of the Available Closing Expense Amount and the Closing Debt Amount (unless Parent and CIT Northbridge Credit LLC as agent for the lenders under the CIT Loan Agreement otherwise agree to amend the CIT Loan Agreement such that no amounts are due under the CIT Loan Agreement in connection with the consummation of the transactions contemplated hereby), and (y) to each Person who is owed a portion of the Closing Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions, such Person’s pro rata share of the Available Closing Advisory Expense Amount, subject to a maximum of the GDC Cap Amount (in respect of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and the HL Cap Amount (in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc.). Any amounts remaining payable to any of the Persons described in the foregoing clause (y) in excess of the amounts funded by Parent pursuant hereto shall be obligations of the Surviving Corporation and shall be paid at Closing to the extent of Available Cash. No less than two (2) Business Days prior to the Closing Date (i) the Company shall obtain and provide to Parent a payoff letter in customary form and which shall contemplate the termination and release of all Encumbrances relating to the CIT Loan Agreement upon receipt of the amount indicated in such payoff letter (the “Debt Payoff Letter”), and (ii) the Company shall provide to Parent documentation setting forth an itemized list of the Closing Transaction Expenses owed by the Target Companies, including the identity of each payee, dollar amounts owed, bank wire instructions and any other information necessary to effect the final payment in full thereof (the “Transaction Expenses Payoff Instructions”). The Company acknowledges and agrees that neither Parent nor Purchaser has any obligation to pursue any amendment to the CIT Loan Agreement to permit the...
Closing Payments. The Buyer shall pay at Closing, Forty-Six Million Eight Hundred Thousand Dollars ($46,800,000) of the Purchase Price as follows, and in accordance with the payment instructions for such payments as set forth in the Closing Funds Flow Memo:
(a) the Company Expenses as listed on the Company Expense/Indebtedness Certificate shall be paid to the Persons entitled thereto;
(b) the Indebtedness of the Company as listed on the Company Expense/Indebtedness Certificate shall be paid to the Persons entitled thereto;
(c) an amount equal to the aggregate gross amount payable to the Appreciation Rights Holders at Closing under the Appreciation Rights Closure Agreements, in connection with the cancellation of all Appreciation Rights held by the Appreciation Rights Holders, as indicated on the Closing Funds Flow Memo (such aggregate amount, the “Appreciation Rights Closing Payment”) shall be paid to the Company (it being agreed that as soon as practicable thereafter, the Member Representative and Buyer shall cause the Company to pay to each Appreciation Rights Holder an amount in accordance with each such Appreciation Rights Holder’s allocable share of the Appreciation Rights Closing Payment as set forth in the Closing Funds Flow Memo (for payments made to any Appreciation Rights Holder, the allocable share owed to such Appreciation Rights Holder shall be determined using the percentage set forth beside such Appreciation Rights Holder’s name in the column of the Allocation Schedule titled “Percentage”), less any amounts required to be withheld therefrom as contemplated by Section 2.6); and
(d) an amount equal to Forty-Six Million Eight Hundred Thousand Dollars ($46,800,000), less the sum of the amounts provided for in the preceding clauses of this Section 2.3.2 (the “Sellers’ Closing Payment”) shall be paid to Sellers as set forth in the Closing Funds Flow Memo.
Closing Payments. The Buyer shall have made the payments contemplated by Section 1.2.
Closing Payments. At the Closing:
(i) (A) with respect to each Equityholder who holds Company Capital Stock or the Company Warrant that as of the Closing has delivered to the Surviving Corporation for cancellation the stock certificates and/or agreements representing such Company Capital Stock or Company Warrant (collectively, such Equityholder’s “Company Certificates”) together with an executed and completed copy of a letter of transmittal (a “Letter of Transmittal”) in the form attached hereto as Exhibit C, Parent shall, or shall cause the Surviving Corporation to, pay and distribute to each holder of Company Capital Stock and/or Company Warrant, the portion of the Closing Payment Amount set forth on the Closing Date Allocation Schedule opposite such holder’s name; and (B) with respect to the Optionholders, Parent shall pay to the Surviving Corporation the aggregate amount of Option Payments, if any, to be paid to such Optionholders at the Closing as set forth on the Closing Date Allocation Schedule (which amounts shall then be paid to the Optionholders by the Surviving Corporation at or as soon as reasonably practicable following the Closing) to the account designated by the Surviving Corporation by means of a wire transfer of immediately available funds, provided, however, that payment shall be made only to those Optionholders who have delivered to the Company prior to Closing an executed consent agreement and release (the “Optionholder Consent Agreement”) in the form attached hereto as Exhibit D;
(ii) Parent shall, or shall cause the Surviving Corporation to, deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement; and
(iii) Parent shall cause the Surviving Corporation to pay the Employee Bonuses to each Company Employee; and
(iv) Parent shall, or shall cause the Surviving Corporation to, pay to the applicable parties the amount of the Unpaid Company Transaction Expenses, if any, to the account or accounts of such parties designated by the Company by means of a wire transfer of immediately available funds.7
Closing Payments. Buyer shall have made (or caused to have been made) the payments required pursuant to Section 2.3.
Closing Payments. Parent will make (or cause to be made) the payments required to be made pursuant to Article 3.
Closing Payments. The Company shall have made the Company Closing Payment as required by Section 5.12.