Closing Payments and Deposits Sample Clauses

Closing Payments and Deposits. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, (a) Intermediate Corp shall deliver to the Escrow & Exchange Agent, to such account of the Escrow & Exchange Agent as set forth in the Paying Agent Agreement, the Aggregate Closing Consideration, less (i) the Option Closing Consideration and (ii) the Executive Note Amount, pursuant to the terms set forth in Section 3.4, (b) Intermediate Corp shall deliver to the Company the Option Closing Consideration pursuant to the terms set forth in Section 3.4, and (c) Intermediate Corp shall pay (i) the Company Transaction Expenses by wire transfer in immediately available funds to such account or accounts as set forth in the certificate contemplated by Section 6.13, (ii) the Escrow Amount, to such account of the Escrow & Exchange Agent as set forth in the Escrow Agreement, and (iii) an amount in cash (the “Note Payment”) required to pay, in full, the note payable to Xxxxxxx Xxxxxx described on Section 2.4 of the Company Disclosure Schedules (the “Note”) to Xxxxxxx Xxxxxx by wire transfer in immediately available funds to such account as specified by her.
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Closing Payments and Deposits. On the Closing Date, the Parent shall (a) issue and deliver the Equity Merger Consideration to the members of PURO or their nominees on a pro rata basis in accordance with their Ownership Percentages, (b) pay to the Member Representative via wire transfer of immediately available funds to a bank account designated by the Member Representative an amount (which may be $0.00 but not a negative number) in cash equal to (i) the Estimated Cash Merger Consideration less (ii) the Escrow Amount, (c) make the payments contemplated in Section 3.6 and Section 3.7(a)(i), and (d) deposit into the Escrow Account any Estimated Cash Merger Consideration that is not distributed to the members of PURO after the application of Section 3.1(b) (if any); provided however, that with respect to the Equity Merger Consideration allocated to the PURO Equityholders, the Parent shall instruct the Transfer Agent to subject a number of shares Common Stock that have a value (based on a per share price of $2.00) equal to (i) 50% of the Escrow Amount less (ii) cash deposited into the Escrow Account pursuant to this Section 3.1(d) and Section 3.1 of the LED Supply Merger Agreement, to the transfer restrictions, to be set forth on an Exhibit A hereto to be delivered on or before January 6, 2023 (which shall be in form and substance reasonably acceptable to Parent and the Member Representative (which in any event shall provide for blanket restrictions on transferability for a period of eighteen (18) months following Closing)), for purposes of satisfying indemnification claims pursuant to Article 10 (the “Indemnity Shares”). For the avoidance of doubt, upon application of this Section 3.1 and Section 3.1 of the LED Supply Merger Agreement, the aggregate amount of cash to be placed into the Escrow Account (whether pursuant to this Agreement or pursuant to the LED Supply Merger Agreement), together with the value (assuming $2.00 per share of Common Stock) of Indemnity Shares subject to transfer restrictions, in each case as contemplated in this Section 3.1 and Section 3.1 of the LED Supply Merger Agreement, shall equal the Escrow Amount.
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Closing Payments and Deposits. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, (i) Parent shall deliver to the Exchange Agent the Aggregate Merger Consideration pursuant to the terms set forth in Section 3.5, and (ii) Parent shall pay, on behalf of the Company, an amount equal to (A) all Borrowed Indebtedness as set forth in the certificate contemplated by Section 9.3(e), (B) the Company Transaction Expenses by wire transfer in immediately available funds to such account or accounts as are set forth in the certificate contemplated by Section 9.3(e), in order to pay and discharge such obligations, (C) the Escrow Amount, to such account of the Escrow Agent as provided for in the Escrow Agreement.
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Related to Closing Payments and Deposits

  • Prepayments and Deposits Schedule 2.21 attached hereto sets forth all prepayments or deposits from customers for products to be shipped, or services to be performed, after the Closing Date which have been received by the Seller as of the date hereof.

  • Payments at Closing At the Closing, Buyer shall:

  • Additional Deposits (a) The Servicer and the Seller, as applicable, shall deposit or cause to be deposited in the Collection Account on the Determination Date on which such obligations are due the aggregate Purchase Amount with respect to Purchased Receivables and the aggregate Sale Amounts with respect to Sold Receivables.

  • Additional Deposits and Payments (a) On the date specified in Section 3.6 hereof or Section 3.4 of the Purchase Agreement, as applicable, the Servicer and Santander Consumer, as applicable, will deposit into the Collection Account the aggregate Repurchase Price with respect to Repurchased Receivables purchased or repurchased by the Servicer or Santander Consumer, respectively, on such date, and on the Payment Date specified in Section 8.1, the Servicer will deposit into the Collection Account all amounts, if any, to be paid under Section 8.1. All such deposits with respect to any such date which is a Payment Date will be made, in immediately available funds by noon, New York City time, on the Business Day immediately preceding such Payment Date related to such Collection Period.

  • Purchase Price and Deposit The total purchase price ("Purchase Price") for the Property shall be an amount equal to $22,500,000.00, payable by Purchaser, as follows:

  • Additional Deposit Unless Buyer terminates this Agreement in accordance with the terms of Section 4.2, then upon the expiration of the Due Diligence Deadline: (a) the Initial Deposit shall become non-refundable to Buyer except in the event of the Seller's breach or as otherwise expressly provided in this Agreement, and (b) within two (2) Business Days after the expiration of the Due Diligence Deadline, Buyer shall deposit the Additional Deposit with Escrow Holder by wire transfer of immediately available funds and the Additional Deposit shall be non-refundable to Buyer except in the event of Seller's breach or as otherwise expressly provided in this Agreement. The Initial Deposit and, when made, the Additional Deposit, and, if made, the Extension Deposit, are collectively referred to herein as the "Deposit" and shall include all interest which accrues thereon while held by Escrow Holder. Upon the Closing, the Deposit shall be credited to the Purchase Price. Unless Buyer terminates this Agreement in accordance with the terms of Section 4.2, then upon the expiration of the Due Diligence Deadline if Buyer thereafter fails to deliver the Additional Deposit into the Escrow Account strictly as and when contemplated herein or if Buyer fails to deliver the “Additional Deposit” into Escrow as defined in and set forth in the Parallel Agreement, such failure shall constitute a material breach of this Agreement by Buyer and Seller shall have the right, by delivering written notice to Escrow Holder and Buyer within five (5) days after such failure, to terminate this Agreement and receive and retain the Initial Deposit as liquidated damages pursuant to Section 5.1 below, and thereafter neither party shall have any further rights or obligations hereunder except for the Surviving Obligations.

  • Payments and Collections All funds received by the Agent in respect of any payments made by any Borrower on the Term Notes shall be distributed promptly on the date of receipt thereof by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Term Loan Percentage. All funds received by the Agent in respect of any payments made by any Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Revolving Percentage. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Bank that has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to the Agent and each Bank in the proportion that the costs incurred by the Agent or such Bank bear to the total of all such costs incurred by the Agent and all Banks; (b) next to the Agent for the pro rata account of (i) the Banks (in accordance with their respective Total Percentages) for application on the Notes and (ii) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection Agreements; (c) next to the Agent for the account of the Banks (in accordance with their respective Revolving Percentages) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by the Borrowers hereunder; and (d) last to the Agent to be held in the Holding Account to cover any outstanding Letters of Credit.

  • Payment at Closing; Fee Letters The Borrower shall have paid to the Administrative Agent and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder (including, without limitation, legal (including, without limitation, local counsel) fees and expenses) and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Investment of Amounts in Special Payments Account Any amounts on deposit in the Special Payments Account prior to the distribution thereof pursuant to Section 2.4(b) or (c) shall be invested in accordance with Section 2.2(b). Investment Earnings on such investments shall be distributed in accordance with Section 2.4(b) or (c), as the case may be.

  • Initial Deposits On the Closing Date and on each Addition Date thereafter, the Servicer will deposit (in immediately available funds) into the Collection Account all Collections received after the applicable Cut-Off Date and through and including the Closing Date or Addition Date, as the case may be, in respect of Eligible Assets being transferred to and included as part of the Collateral on such date.

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