Closing Payments Sample Clauses

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 Xxxxxx Xxxx & Xxxxxxxx LLP) and the HL Cap Amount (in respect of Xxxxxxxx Xxxxx 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 have made the payments contemplated by Section 1.2.

Closing Payments. (a) Notwithstanding anything to the contrary set forth in this Agreement, the following transfers of funds will take place at the Closing: (i) To the Exchange Agent, pursuant to Section 6.2(b), Acquirer shall deliver the Stockholder Closing Payment Amount (such amount as set forth on the Spreadsheet). (ii) With respect to Company Optionholders, Acquirer shall deliver an amount of funds equal to the Optionholders Closing Consideration (such amount as set forth on the Spreadsheet) to the Company to fulfill the payment obligations of Acquirer to the Company Optionholders pursuant to Section 6.2(c). (iii) To the Escrow Agent, pursuant to Section 2.2, Acquirer shall cause the Escrow Cash to be deposited with the Escrow Agent. (iv) To the Representative, pursuant to Section 2.2, Acquirer shall cause the Expense Cash to be deposited in an account designated by the Representative for the purposes of paying the Representative Expenses of the Representative incurred in connection with the discharge of its duties. (v) With respect to payment of Company Closing Debt, to the applicable payees set forth on the Closing Financial Certificate, pursuant to Section 5.2, Acquirer shall pay such amounts as set forth on the Closing Financial Certificate. (vi) With respect to Company Merger Expenses, to the applicable payees set forth on the Closing Financial Certificate, pursuant to Section 5.2, Acquirer shall pay such amounts as set forth in the Closing Financial Certificate. (b) For the avoidance of doubt, in no event will Acquirer transfer an amount of funds at Closing in excess of the Closing Merger Consideration.

Closing Payments. At the Closing, in consideration for the Shares and the Sellers’ performance of the other covenants and agreements herein: (a) Purchaser shall pay by wire transfer of immediately available funds the following amounts: (i) first, to such account or accounts designated in writing by the Company to Purchaser not fewer than three Business Days prior to the Closing Date in accordance with the list of the Seller Expenses and related invoices, in form reasonably acceptable to Purchaser (the “List of Seller Expenses”), delivered to Purchaser relating to the Seller Expenses not later than three Business Days prior to the Closing Date, the aggregate amount required to pay and satisfy in full all such estimated Seller Expenses; (ii) second, to such account or accounts designated in writing by the Company to Purchaser not fewer than three Business Days prior to the Closing Date, the aggregate amount required to pay and satisfy in full all Transaction Bonuses; and (iii) third, to such account designated in writing to Purchaser by Seller Representative, on behalf of the Sellers, to be delivered by Seller Representative to the Sellers in proportion to their respective Equity Interests in the Company as of the Closing, as set forth in Exhibit A, an aggregate amount (the “Closing Cash Purchase Amount”) equal to (A) the Aggregate Cash Purchase Price, minus (B) the sum of (x) the amount paid pursuant to clauses (i) and (ii) above, (y) the Fractional Share Elimination Cost determined pursuant to Section 2.2(b) and (z) the sum of any amounts relating to breaches of the Effective Date Covenants set forth in Section 2.2(d). (b) MHR shall deliver to Seller Representative, on behalf of the Sellers, to be delivered by Seller Representative to the Sellers in proportion to their respective Equity Interests in the Company as of the Closing, as set forth in Exhibit A, certificates evidencing 2,586,850 Depositary Shares representing an interest in an aggregate of 2,586.85 shares of Series E Preferred Stock (the “Depositary Share Consideration”); provided, however, the number of Depositary Shares will be divided among the Sellers so each will receive such Seller’s proportion of the Depositary Share Consideration rounded up to the nearest whole Depositary Share and the Closing Cash Purchase Amount will be reduced accordingly to account for the upward adjustment to the whole number of depositary shares (the “Fractional Share Elimination Cost”). (c) MHR shall deliver to the Escrow Agent, on...

Closing Payments. Buyer shall have made (or caused to have been made) the payments required pursuant to Section 2.3.

Closing Payments. At the Closing, Parent will make (or cause to be made) the payments required to be made pursuant to Article 2.

Closing Payments. (a) At the Closing and effective as of immediately prior to the Effective Time: (i) Seller shall, or shall cause the applicable Business Entities to, in a manner set forth in the LPT Trust Agreements, transfer for deposit into the LPT Trust Accounts such Investment Assets selected from the Available Portfolio in accordance with the Transferred Investment Asset Procedures and valued in accordance with the Transferred Investment Asset Procedures with an aggregate Fair Market Value as of the Effective Time equal to (A) the Initial Reinsurance Premium (LPT) as reflected in the Estimated Closing Statement, minus (B) in the event that the Pre-Closing Continuing XOL Recoverables exceed $33,369,000, the Pre-Closing XOL Allowance, minus (C) the Excise Tax to be withheld and paid to the applicable Governmental Entity by Seller in accordance with Section 14.1 of the LPT Reinsurance Agreement, and minus, for the sake of operational efficiency and ease of Closing funds flow only, and notwithstanding that there will be no ceding commission with respect to the LPT Reinsurance Agreement, (D) the Purchase Price (such calculation, the “LPT Transfer Amount” and such Investment Assets, the “Transferred Investment Assets (LPT)”); provided, however, that after the Transferred Investment Assets (as defined below) are selected, Seller shall, or shall cause the applicable Business Entities to, transfer the Transferred Investment Assets into the LPT Trust Accounts and the New Business Trust Account in accordance with the allocation directed by Xxxxx in a notice delivered to Seller in compliance with Section 2.3(c), unless no such notice has been delivered to Seller; (ii) Buyer shall cause LPT Reinsurer to transfer to the LPT Trust Accounts Investment Assets such that, after giving effect to the transfer contemplated by Section 2.3(a)(i), (A) the aggregate Fair Market Value (as defined in the LPT Reinsurance Agreement) in the Statutory Trust Account (as defined in the LPT Reinsurance Agreement) as of the Effective Time is not less than the Statutory Trust 50213729.30 Required Balance (as defined in the LPT Reinsurance Agreement) and (B) the aggregate Fair Market Value across both LPT Trust Accounts as of the Effective Time is not less than the Combined Required Balance (as defined in the LPT Reinsurance Agreement), in each case, as of the Effective Time, as estimated by Seller in good faith in accordance with SAP and as reflected in the Estimated Closing Statement; (iii) Seller shal...

Closing Payments. (i) Within three (3) Business Days after the Closing Date, Parent shall, or Parent shall cause its Transfer Agent to, mail a letter of transmittal, in form and substance reasonably satisfactory to the Company and the Stockholder Representative (the “Letter of Transmittal”), to each Effective Time Company Stockholder at the address set forth opposite each such Effective Time Company Stockholder’s name on the Spreadsheet. (ii) Upon surrender of (A) a certificate representing their respective shares of Company Capital Stock, if any, or such other document(s) representing their right to receive their respective shares of Company Capital Stock, if any, or an affidavit in accordance with Section 2.12, (B) a Company Warrant or (C) a Company Convertible Note, as the case may be (collectively, the “Company Stock Certificates”), for cancellation to Parent, together with the Letter of Transmittal, duly completed and executed in accordance with the instructions thereto, the holder of such Company Capital Stock, Company Warrant or Company Convertible Note shall be entitled to receive from Parent in exchange for the Company Stock Certificate(s), that portion of the Merger Consideration into which the shares of Company Capital Stock, Company Warrant or Company Convertible Note held by such holder have been converted pursuant to Section 2.7. Upon the surrender of any such Company Stock Certificate(s), if any, the Company Stock Certificate(s) 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 Merger Consideration payable in exchange for shares of Company Capital Stock, Company Warrant or Company Convertible Note (without interest) into which such shares of Company Capital Stock, Company Warrant or Company Convertible Note shall have been converted pursuant to Section 2.7.

Closing Payments. Subject to the full satisfaction (or waiver in accordance with ARTICLE VIII) of the closing conditions set forth in ARTICLE VIII (other than the conditions that by their nature only can be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), at the Closing, Buyer will make the payments set forth below: (a) At the Closing, Buyer will deliver an amount equal to the Estimated Purchase Price minus the Adjustment Escrow Deposit Amount to Seller by wire transfer of immediately available funds to the account designated by Seller no later than two (2) Business Days prior to the Closing Date. (b) At the Closing, Buyer will deliver the Adjustment Escrow Deposit Amount to the Escrow Agent by wire transfer of immediately available funds to an escrow account designated by the Escrow Agent no later than two (2) Business Days prior to the Closing Date (the “Adjustment Escrow Account”) and established pursuant to the terms of an escrow agreement to be dated as of the Closing Date and substantially in the form attached as Exhibit A (the “Adjustment Escrow Agreement”), among Buyer, Seller and the Escrow Agent. The Adjustment Escrow Account will be maintained separately from other funds held by the Escrow Agent and will be Buyer’s sole and exclusive source of recovery for any amounts owing to Buyer or, following the Closing, the Company or its Subsidiaries under Section 1.04. (c) At the Closing, Buyer will pay, on behalf of the Company and its Subsidiaries, all Estimated Transaction Expenses to such Persons as they are owed by wire transfer of immediately available funds to accounts designated in invoices delivered by the Company at least two (2) Business Days prior to the Closing Date. (d) At the Closing, Buyer will pay, on behalf of the Company and its Subsidiaries, all amounts required to be paid under the payoff letters delivered pursuant to Section 6.08 in order to fully discharge the Indebtedness owed to the Persons thereunder, by wire transfer of immediately available funds to the accounts designated in such payoff letters.