Other Closing Payments Sample Clauses

Other Closing Payments. At the Effective Time, Parent shall pay, or cause to be paid, the following amounts by wire transfer of immediately available funds: (i) to each Person owed a Change of Control Payment or Indebtedness, an amount in cash set forth opposite such Person’s name in the Estimated Closing Date Statement to the account or accounts designated by such Person therein; (ii) to each Person owed Company Transaction Expenses, an amount in cash set forth opposite such Person’s name in the Estimated Closing Date Statement to the account or accounts, in each case, designated by such Person therein; (iii) to the Escrow Agent, an amount in cash equal to the Escrow Amount to the Escrow Account, designated by the Escrow Agent pursuant to the Escrow Agreement; (iv) to the Escrow Agent, the costs, fees and expenses of the Escrow Agent under the Escrow Agreement; (v) to the Payment Agent, the costs, fees and expenses of the Payment Agent under the Payment Agent Agreement; and (vi) to the Seller’s Representative, the Expense Fund Amount.

Other Closing Payments. (a) As part of the Merger Consideration, concurrently with the Closing (i) the Buyer shall deliver or cause to be delivered the Indemnity Escrow Amount to the Escrow Agent for deposit into the Indemnity Escrow Fund; (ii) the Buyer shall deliver or cause to be delivered on behalf of the Company the amount payable to each counterparty or holder of Indebtedness identified on Schedule 2.11(a)(ii) (the “Payoff Indebtedness”) in order to fully discharge such Payoff Indebtedness and terminate all applicable obligations and liabilities of the Company and any of its Affiliates related thereto, as specified in the Debt Payoff Letters and in accordance with this Agreement; (iii) the Buyer shall deliver or cause to be delivered to the Surviving Corporation or its applicable Subsidiaries, the Option Payment Amount and shall instruct the Surviving Corporation and/or its applicable Subsidiaries to distribute the Option Payment Amount as promptly as possible (and in any event no later than the day that is the first payroll of the Surviving Corporation or such Subsidiary following the Closing) pursuant to Section 2.9 in accordance with Section 6.8(c); (iv) the Buyer shall deliver or cause to be delivered on behalf of the Company the amount payable to each Person who is owed a portion of the Estimated Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions and in accordance with this Agreement; and (v) the Buyer shall pay or deposit, or cause to be paid or deposited to the Seller Representative, the Seller Representative Reserve, in accordance with Section 2.16. All payments hereunder shall be made by wire transfer of immediately available funds in United States dollars to such account as may be designated to the payor by the payee at least two Business Days prior to the applicable payment date.

Other Closing Payments. On the Closing Date, Purchaser shall pay, or cause to be paid, on behalf of the Company and its Subsidiaries (a) all amounts necessary to discharge fully the then outstanding balance of all Indebtedness set forth in Section 2.03 of the Company Disclosure Schedule (but only to the extent such amounts were included in the Estimated Indebtedness Amount as set forth in the Closing Statement), by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness, and (b) each of the unpaid Transaction Expenses in accordance with the Closing Statement.

Other Closing Payments. At the Closing, Buyer shall make, or cause to be made, the following additional payments, by wire transfer of immediately available funds: (a) to each holder of Company Debt, the aggregate amount of Company Debt owed to such holder as of the Closing (the principal amounts of which are set forth on Section 4.5(h) of the Disclosure Schedule) pursuant to a payoff letter from such holder (i) indicating the amount required to discharge such Company Debt in full (the “Payoff Amount”) and (ii) agreeing to release applicable Liens upon receipt of the applicable Payoff Amount; (b) to the payees thereof, the Company Transaction and Bonus Expenses, in each case as directed in writing by the Company to the Buyer pursuant to invoices or other evidence reasonably satisfactory to Buyer, except that Buyer shall cause Change in Control Payments to Employees to be paid through the Company’s payroll system; and (c) to the Sellers’ Representative, the Expense Fund Amount in accordance with wire instructions delivered to Buyer prior to the Closing.

Other Closing Payments. Eight Hundred Thousand Dollars ($800,000) payable to Purchaser’s legal counsel in connection with the Bankruptcy Litigation, the Bankruptcy Settlement Agreement and the Bankruptcy Settlement Approval Order, in each case, through the date of this Agreement.

Other Closing Payments. Immediately following the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent for the benefit of and for further distribution to the relevant Persons as set forth on the Initial Payment Allocation Schedule, an amount of cash equal to the Closing Pay-Off Indebtedness and the Unpaid Transaction Expenses to be paid on the Closing Date in accordance with the Initial Payment Allocation Schedule (other than any portion of the Unpaid Transaction Expenses that is compensatory, which shall be paid to any applicable Persons by the Surviving Corporation through the Surviving Corporation’s payroll (subject to applicable withholding Taxes) in accordance with the terms of the arrangement evidencing such compensatory payment (including with respect to the timing of payment thereof). The Paying Agent shall distribute such amounts of Closing Pay-Off Indebtedness and Unpaid Transaction Expenses in accordance with the terms of the Paying Administration Agreement and in the manner set forth in the Initial Payment Allocation Schedule.

Other Closing Payments. At the Closing, the Buyer shall also make the following payments for and on behalf of the Company: (i) an amount equal to $50,000 (the “Beneficial Owner Representative Reserve Deposit”) shall be deposited in a non-interest bearing account designated by the Beneficial Owner Representative to serve as the Beneficial Owner Representative Reserve Deposit, as set forth in Section 1.2(g); (ii) the amounts set forth in the Estimated Expense Schedule as Estimated Closing Date Indebtedness Amount shall be paid in cash to the accounts and in the amounts set forth in the Pay-Off Letters to be delivered pursuant to Section 7.1(g); and (iii) the amounts set forth in the Estimated Expense Schedule as Estimated Closing Date Unpaid Company Transaction Expenses, to the applicable recipients, which shall include the consideration to be paid to Petsky Xxxxxxx LLC, in connection with the closing of the Contemplated Transactions (the “Broker Payment”), as set forth in the Broker Pay-Off Letter to be delivered pursuant to Section 7.1(h).

Other Closing Payments. (a) As part of the Merger Consideration, concurrently with the Effective Time, the Parent shall deposit or cause to be deposited: (i) with the Escrow Agent (A) for deposit into the Escrow Fund, the Escrow Amount, and (B) the Expense Fund (it being understood that the Escrow Amount and Expense Fund will be withheld from amounts otherwise payable to the Holders, Optionholders and Warrantholder according to their respective Pro Rata Percentages); (ii) with the Company, the Aggregate Option Consideration for payment through the Company’s payroll system at the next reasonably practicable payroll cycle, but in no event later than the first full payroll cycle following the Closing Date; (iii) with the Paying and Exchange Agent, the Warrant Consideration; (iv) on behalf of the Company, the amount payable to each counterparty or holder of Funded Indebtedness in order to fully discharge such Funded Indebtedness and terminate all applicable obligations and liabilities of the Company and any of its Affiliates related thereto, as specified in the Debt Payoff Letters and in accordance with this Agreement; and (v) on behalf of the Company, the amount payable to each Person who is owed a portion of the Estimated Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions and in accordance with this Agreement. (b) All payments hereunder shall be made by wire transfer of immediately available funds in United States dollars to such account as may be designated to the payor by the payee at least two Business Days prior to the applicable payment date.

Other Closing Payments. At Closing, Buyer shall pay the Company Debt and the Company Transaction Costs in accordance with a schedule to be provided to Buyer by Company not later than 3 Business Days prior to the Closing Date.

Other Closing Payments. As part of Closing, and immediately following the transactions contemplated by Section 1.1, the Buyer shall capitalize the Company with sufficient funds to satisfy the amounts to be paid out pursuant to this Section 1.4 and shall cause the Company to pay out in full, by way of wire transfer or direct deposit of immediately available funds, all Specified Indebtedness as set forth in the applicable pay-out statements delivered to the Buyer to the Person(s) designated for payment therein.