Common use of Closing Payments Clause in Contracts

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.

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 At the Closing, but subject to Parent shall pay the satisfaction or waiver of such conditions at the Closing), at the Closing, Buyer will make the payments set forth belowfollowing: (a) At Payment to third parties by wire transfer of immediately available funds the ClosingEstimated Transaction Expenses (other than Change of Control Payments, Buyer will deliver an amount equal if any, to be paid pursuant to Section 2.03(f), below) as set forth on the Estimated Closing Statement; (b) Payment to holders of the Estimated Indebtedness pursuant to the Estimated Purchase Price minus Payoff Letters; (c) Payment to Acquiom Financial LLC, a Colorado limited liability company (in its capacity as the Adjustment Escrow Deposit Amount payments administrator pursuant to the Payments Agreement, the “Paying Agent”), for further distribution to each Seller by wire transfer of immediately available funds an amount equal to the account designated by Seller no later than two (2) Business Days prior Closing Per Share Transaction Consideration payable to such Seller as set forth on the Closing Date.Consideration Spreadsheet; (bd) At the Closing, Buyer will deliver the Adjustment Escrow Deposit Amount Payment to the Escrow Agent each non-employee Optionholder by wire transfer of immediately available funds an amount equal to an escrow account designated by such non-employee Optionholder’s aggregate Option Payment as set forth on the Escrow Agent no later than two Consideration Spreadsheet; (2e) Business Days prior Payment 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 designee payroll service provider by wire transfer of immediately available funds an aggregate amount equal to accounts designated in invoices delivered by each Employee Optionholder’s aggregate Option Payment as set forth on the Company at least two (2) Business Days prior to the Closing DateConsideration Spreadsheet. (df) At the Closing, Buyer will pay, on behalf of Payment to the Company and or 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, designee payroll service provider by wire transfer of immediately available funds an aggregate amount equal to any Change of Control Payments which are unpaid as of the accounts designated in such payoff lettersClosing, if any.

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: (a) an account established at the bank set forth on Schedule 2.2 or another bank mutually agreed by Buyer and the Company for the benefit of all holders of Company Common Shares (the “Closing Account”) the portion of the Closing Merger Consideration payable to such holder as set forth on the Closing Payments Schedule, from which account the payments to be paid hereunder will be disbursed 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 Shareholders as herein provided by wire transfer of immediately available funds in accordance with the instructions set forth in the LT completed and executed by such holder; (b) each Person listed on the Funded Debt Payment Schedule, the amount set forth opposite such Person’s name, which amount will be paid, subject to an escrow account designated by Buyer’s receipt of a duly executed pay-off letter and Lien releases, including with respect to those Liens set forth on Schedule 2.2(b), with respect to such Funded Debt in accordance with Section 5.13(a)(vii) on the Escrow Agent Closing Date (with the forms of such pay-off letters and Lien releases provided 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”Closing), 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 in accordance with the instructions set forth in the Funded Debt Payment Schedule; and (c) each Company Professional Advisor listed on the Transaction Expense Payment Schedule, the amount set forth opposite such Person’s name, which amount will be paid, subject to Buyer’s receipt of a written invoice for such Company Professional Advisor’s Company Transaction Expenses with respect to all such amounts and the written confirmation set forth in Section 5.12 no later than two Business Days prior to the accounts designated Closing, by wire transfer of immediately available funds in such payoff lettersaccordance with the instructions set forth in the Transaction Expense Payment Schedule.

Closing Payments. Subject to On 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 ClosingClosing Date, but subject to the satisfaction or waiver of such conditions at the Closing), at the Closing, Buyer will make the payments set forth belowParent will: (a) At the Closingpay to Xx Xxxxxxx, Buyer will deliver an amount equal to the Estimated Purchase Price minus the Adjustment Escrow Deposit Amount such account specified to Seller Parent by wire transfer of immediately available funds to the account designated by Seller no later than Xx Xxxxxxx at least two (2) Business Days prior to the Closing Date., the Specified Cash Amount minus the Specified Note Amount; upon such payment, Parent will be fully released and discharged of any Liability with respect to the payment of the Specified Cash Amount, other than Parent’s obligations under the Specified Note Amount. Parent will not be fully released and discharged of any Liability with respect to the payment of the Specified Note Amount until such note is paid in full; (b) At issue to each Stockholder (excluding holders of Dissenting Shares), pursuant to an annotation in Parent’s stock ledger, in accordance with the ClosingClosing Date Payment Statement, 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 each such Stockholder in its respective Letter of Transmittal, with respect to each share of Company Common Stock outstanding immediately prior to the Closing Date Effective Time for which a Stock Certificate (the “Adjustment Escrow Account”or an affidavit of lost certificate in lieu thereof) and established pursuant the related Letter of Transmittal has been properly surrendered to the terms of an escrow agreement to be dated Company 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 specified therein at least two (2) Business Days prior to the Closing Date., unregistered shares of Parent Common Stock equal to (i) the Closing Merger Consideration Per Share, multiplied by (ii) the number of shares of Company Common Stock formerly represented by such Stock Certificate (or an affidavit of lost certificate in lieu thereof); (c) on behalf of the Company, pay to such account or accounts set forth in the Payoff Letters, the Funded Indebtedness; and (d) At the Closing, Buyer will pay, on behalf of the Company and its SubsidiariesCompany, all amounts required pay to be paid under such account or accounts set forth in the payoff letters delivered pursuant to Section 6.08 in order to fully discharge Transaction Expense Invoices the Indebtedness owed to the Persons thereunder, by wire transfer of immediately available funds to the accounts designated in such payoff lettersFunded Transaction Expenses.

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 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 shall deliver or cause to be delivered to Seller an aggregate amount in cash equal to the Estimated Purchase Price minus (less the Adjustment Escrow Deposit Amount to Seller Amount), by wire transfer of immediately available funds to the account or accounts designated in writing by Seller no later than at least two (2) Business Days prior to the Closing Date. (b) At the ClosingBuyer shall deliver or cause to be delivered, Buyer will deliver by wire transfer of immediately available funds an aggregate amount equal to the Adjustment Escrow Deposit Amount to the Escrow Agent by wire transfer of immediately available funds to an for deposit into a separate 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 agreement, substantially in the form attached as of Exhibit A attached hereto (the “Adjustment Escrow Agreement”), by and 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 Buyer shall deliver or cause to be delivered, to the Closingintended beneficiaries thereof (as identified in the Payoff Letters, if applicable, or as otherwise identified in writing by Seller to 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 account designated in writing by Seller at least two (2) Business Days prior to Closing, (i) amounts due and owing pursuant to the Credit Facility (as set forth in the applicable Payoff Letter), (ii) the Company Expenses set forth in final invoices with respect thereto delivered to Buyer at least two (2) Business Days prior to Closing and (iii) any Liabilities included in the computation of Estimated Closing Indebtedness which by their terms or pursuant to this Agreement are required to be paid at the Closing; provided, that any such payoff lettersCompany Expenses or such other Liabilities that constitute compensatory payments to employees or other individual service providers of the Company Entities shall be paid by Buyer to the applicable Company Entity for further distribution to such employees or other individual service providers through the payroll systems of such Company Entity.

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 shall pay 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 (2i) 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 thereunderSeller Subs, by wire transfer of immediately available funds from Buyer to an account designated by Seller (such designation to be made at least one (1) Business Day prior to the Closing Date), an aggregate amount in cash equal to the Estimated Closing Purchase Price (with the allocation among Seller and Seller Subs to be made by Seller within five Business Days after the Allocation is finally determined in accordance with Section 8I(iii)), (ii) the Escrow Agent, by wire transfer of immediately available funds from Buyer to an account designated by the Escrow Agent (such designation to be made at least one (1) Business Day prior to the Closing Date), the Adjustment Escrow Amount for deposit into a separate escrow account established pursuant to the terms of the Adjustment Escrow Agreement, (iii) the Escrow Agent, by wire transfer of immediately available funds from Buyer to an account designated by the Escrow Agent (such designation to be made at least one (1) Business Day prior to the Closing Date), the Indemnity Escrow Amount for deposit into a separate escrow account established pursuant to the terms of the Indemnity Escrow Agreement, and (iv) the Transferred Employees identified by Seller, by wire transfer of immediately available funds from Buyer to the accounts designated by Seller (such designation to be made at least one (1) Business Day prior to the Closing Date), the Transaction Bonuses Amount as specified by Seller; provided that the Transaction Bonuses may be paid by Buyer pursuant to such alternative arrangements as are mutually agreed upon by Buyer and Seller in such payoff letterswriting.