Interim Closing Payment Sample Clauses
Interim Closing Payment. Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to you and issue to you or your nominee, and you agree to purchase from the Company (i) for the amount set forth to the right of your name under the heading "Interim Subordinated Notes Investment" on Exhibit A.2 which is attached hereto and made a part hereof, that principal amount of Subordinated Notes and (ii) for the amount set forth to the right of your name under the heading "Interim Series A Preferred Stock Investment" on Exhibit A.2 which is attached hereto and made a part hereof, the number of shares of Series A Stock set forth under the heading "Interim Series A Preferred Stock Purchased" (collectively, the "Interim Investment"). Each Investor's Interim Investment shall be paid by wire transfer of funds against delivery of certificates evidencing the shares of Series A Stock and the issuance of Subordinated Notes to be purchased by such Investor at the Interim Closing registered in such Investor's name or that of a nominee as such Investor may direct. The Interim Closing shall be effected at the offices of Shereff, Friedman, Hoff▇▇▇ & ▇ood▇▇▇, ▇▇P, or at such other place as shall be agreed upon by the parties, five months after the Initial Closing (the "Interim Closing") subject to the satisfaction of the terms and conditions set forth in Section 5.2 of this Agreement.
Interim Closing Payment. If within fifteen (15) days after Seller's receipt of the Closing Statement, Purchaser and Seller do not mutually agree upon the correct amounts for all line items in the Closing Statement then Seller shall, within said 15 day period, notify Purchaser in writing of all line items still in dispute. Upon such notification to Purchaser that certain items remain in dispute, Seller shall pay to Purchaser, or Purchaser shall pay to Seller, in either case, within five (5) days of such notice, the Interim Closing Payment, plus interest calculated at the federal funds rate from the Closing Date to the date the Interim Closing Payment is made. (iii) Audited Closing Statement. Purchaser and Seller shall in good faith work to resolve the disputed Closing Statement items. If such items are not resolved within fifteen (15) days after Seller's notice to Purchaser that some line items remain in dispute, either party shall contract with and retain a major national accounting firm that is acceptable to both parties to audit the line items in dispute on the Closing Statement and any other items that must be reviewed to resolve the dispute. The cost of such audit and the preparation of the Audited Closing Statement shall be shared equally between the Purchaser and the Seller. Except as otherwise provided in this Agreement, the "Audited Closing Statement" prepared by such accounting firm shall be final, conclusive and binding on the parties for matters covered thereby and a judgment may be entered thereon. The Audited Closing Statement shall be delivered by such accounting firm no later than ten (10) days after such firm is retained and in a form substantially similar to the Closing Statement, except that it will reflect the payment of any Interim Closing Payment.
Interim Closing Payment. If within fifteen (15) days after Seller’s receipt of the Closing Statement, Purchaser and Seller do not mutually agree upon the correct amounts for all line items in the Closing Statement, then Seller shall, within said 15 day period, notify Purchaser in writing of all line items still in dispute. Upon such notification to Purchaser that certain items remain in dispute, Seller shall pay to Purchaser, or Purchaser shall pay to Seller, (whichever the case may be) the Interim Closing Payment, plus interest calculated at the federal funds rate from the Closing Date to the date the Interim Closing Payment is made.