Other Post-Closing Payments Sample Clauses

Other Post-Closing Payments. (a) Parent agrees that, on the one year anniversary of the Closing Date (or next Business Day thereafter if such date shall not be a Business Day), Parent shall pay to Stockholders and Optionholders holding Options immediately prior to the Effective Time, other than Out-of-the-Money Options, as additional Closing Consideration, an aggregate amount of fifty million dollars ($50,000,000) (the “Post-Closing Consideration”). On such date, Parent shall pay or cause to be paid (A) to each Stockholder such Stockholder’s Per Share Post-Closing Consideration for each share of Common Stock held by such Stockholder immediately prior to the Effective Time and (B) to the Surviving Corporation for payroll processing and distribution at the next administratively practicable payroll date to each Optionholder holding Options, other than Out-of-the-Money Options, the Per Share Post-Closing Consideration, for each share of Common Stock underlying such Options (other than Out-of-the-Money Options) held by such Optionholder immediately prior to the Effective Time. Such payment shall be made without setoff, counterclaim or any deduction whatsoever. The parties acknowledge that the payment referred to in this Section is intended as an estimate of the value of certain tax benefits that the Company should realize from payments made by or on behalf of the Company in connection with the transactions described in this Agreement, but, for the avoidance of doubt, the amount of such payment is a sum certain and shall not be adjusted regardless of whether the actual tax benefits realized by the Company are greater than or less than such estimate.
Sample 1
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Other Post-Closing Payments. (a) Purchaser hereby agrees that, promptly (and in any event within five (5) Business Days) following the receipt by CPVI or any of its Affiliates after Closing of the $[***] fee [***] payable by [***] to CPVI or its Affiliates pursuant to [***], Purchaser shall pay or cause to be paid to GIP II CPV 2, as additional consideration for the CPVI Shares, by wire transfer of immediately available funds to an account designated in writing by GIP II CPV 2, an amount in cash equal to the [***] on after-tax basis (determined by multiplying (x) the [***] by (y) one (1) minus the highest combined federal and state income tax rate (expressed as a decimal) applicable to a corporation doing business in the state of [***] at the time the [***] is received by CPVI, taking into account the deductibility of state income taxes for federal income tax purposes), which amount shall be treated as additional Purchase Price paid to GIP II CPV 2 in respect of the CPVI Shares. From and after the Closing, Purchaser shall not, and shall cause CPVI and its Affiliates not to, amend, amend and restate, modify, or terminate the Training and Support Agreement in any manner that would reasonably be expected to adversely affect CPVI’s or its Affiliates right to receive the [***] or the timing of payment thereof to CPVI or its Affiliates.
Sample 1

Related to Other Post-Closing Payments

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Closing Payments At the Closing, Parent shall pay or cause to be paid the following amounts by wire transfers of immediately available funds:

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • Closing Payment The Purchase Price, as adjusted by the application of the Deposit and by the prorations and credits specified herein, shall be paid, by wire transfer of immediately available federal funds (through the escrow described in Section 5 below), as and when provided in Section 5.2.2 below and in the “Escrow Agreement” (as hereinafter defined). The amount to be paid under this Section 3.2 is referred to herein as the “Closing Payment.”

  • Pre-Closing Collections Within two (2) Business Days after the Closing Date the Seller shall transfer to the account or accounts designated by Ally Auto (or by the Issuing Entity under the Further Transfer Agreements) all collections on the Receivables held by the Seller on the Closing Date, and conveyed to Ally Auto pursuant to Section 2.01.

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • 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.

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) 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.

  • Payments at Closing At the Closing, Buyer shall:

  • Closing Fees On the Effective Date, the Borrower agrees to pay to the Administrative Agent and each Lender all loan fees as have been agreed to in writing by the Parent and the Joint Lead Arrangers.

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