Consideration Payment Closing Sample Clauses
Consideration Payment Closing. 12 Section 2.1 Consideration; Payment .............................................................................12 Section 2.2 Closing .......................................................................................................13 Section 2.3 Closing Deliveries by Sellers.....................................................................14 Section 2.4
Consideration Payment Closing. 2.1 Consideration; Payment.
(a) The aggregate consideration of $9.45m (collectively, the “Purchase Price XE “Purchase Price” ”) to be paid by Purchaser for the purchase of the Acquired Assets shall be:
(i) The Deposit;
(ii) Assumption of the Assumed Liabilities; and 38760-00003/4781767.1
(iii) Cash at Closing in an amount equal to $8,125,956 minus (x) the Deposit amount minus (y) the aggregate amount of Seller-Responsible Vendor Liabilities paid by Purchaser as of the Closing Date up to an amount not to exceed the lesser of (i) the aggregate amount of Seller-Responsible Vendor Liabilities as of the Closing Date and (ii) $500,000 (the “Cash Payment”) minus (z) the aggregate amount of fees, charges and other amounts prepaid to Seller under any Vehicle Rental Agreement for the portion of the Rental Period (as defined in the applicable Vehicle Rental Agreements) occurring from and after the Closing Date (the “VRA Prepayment Amount”). The VRA Prepayment Amount shall be an allowed administrative claim under Bankruptcy Code section 503(b).
(b) At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller the Cash Payment (the “Closing Date Payment”). The Closing Date Payment and any payment required to be made pursuant to any other provision hereof shall be made in cash by wire transfer of immediately available funds to such bank account as shall be designated in writing by the Seller.
Consideration Payment Closing