Payment at the Closing. At the Closing, Purchaser shall pay or cause to be paid to Seller, by wire transfer of immediately available funds to a bank account designated in writing by Seller (with such account designated in writing to Purchaser at least two (2) Business Days prior to the Closing Date), an amount (the “Estimated Purchase Price”) equal to (i) the Preliminary Purchase Price, plus (ii) the amount (if any) by which the Estimated Net Working Capital exceeds the Target Net Working Capital minus (iii) the amount (if any) by which the Estimated Net Working Capital is less than the Target Net Working Capital.
Payment at the Closing. At the Closing, the Buyers shall pay to the Sellers the Purchase Price by wire transfer in accordance with Schedule 2.2 of the Disclosure Letter. No amount shall be deducted or withheld pursuant to Section 116 of the Tax Act from the Purchase Price or any other amounts payable by Buyers under this Agreement.
Payment at the Closing. At the Closing, the Buyer shall deliver to the Seller, in immediately available lawful U.S. funds, the Purchase Price.
Payment at the Closing. On the Closing Date PIC shall deliver ---------------------- to EPL one certificate representing two million nine hundred ninety-three thousand thirty-five (2,993,035) shares of common stock, $0.001 par value per share, of PIC ("PIC Common Stock"). The certificate evidencing such PIC Common Stock as well as any certificates that PIC issues after the surrender of such certificate by EPL may contain any legend that PIC deems appropriate to comply with resale restrictions applicable to "affiliates" under Rule 145(d) under the Securities Act of 1933, as amended (the "Securities Act") and stop transfer orders may be placed against such certificates and will be subject to the terms of the Transfer Restriction required pursuant to Section 9.6 hereof.
Payment at the Closing. At the Closing, the Buyer shall (subject to Section 10.6 hereof) pay the Purchase Price and the reimbursement contemplated by Section 2.1 hereof by wire transfer of immediately available funds to ASC.
Payment at the Closing. (a) The purchase price paid by Buyer at the Closing for the Assets, and the assumption of the Assumed Liabilities (the “Closing Payment”) shall be an amount in cash equal to:
(i) Eighty Million Dollars ($80,000,000.00);
(ii) minus, the Closing TPP Payment;
(iii) plus, if the Estimated Net Working Capital is in excess of the Target Net Working Capital, the amount of such excess; and
(iv) minus, if the Target Net Working Capital is in excess of the Estimated Net Working Capital, the amount of such excess.
(b) The Closing Payment shall be made on the Closing Date by Buyer by wire transfers of immediately available funds to accounts designated by the Escrow Agent and Seller, respectively, of such funds in writing no later than three (3) Business Days prior to the Closing as follows:
(i) a portion of the Closing Payment equal to the Escrow Amount to an account designated in writing by the Escrow Agent;
(ii) a portion of the Closing Payment equal to the outstanding Indebtedness as of the Closing Date to the account or accounts designated in writing by the respective creditors pursuant to the Payoff Letters;
(iii) a portion of the Closing Payment equal to the unpaid Seller Transaction Expenses to the accounts designated in writing by Seller; and
(iv) an amount equal to the remaining portion of the Closing Payment to an account designated in writing by Seller.
(c) The Closing Payment shall be subject to adjustment as set forth in Section 2.9.
Payment at the Closing. At the Closing, Buyer shall deliver to Seller the cash portion of the Purchase Price by wire transfer of immediately available funds and shall deliver to Seller the Subordinated Note.
Payment at the Closing. (a) Not later than two Business Days prior to the Closing Date, the Seller and the Purchasing Parties shall mutually agree on a schedule, based upon the Balance Sheet and substantially in the form attached hereto as Schedule 3.2(a) (the "Preliminary Working Capital Schedule"), setting forth the Parties' good faith estimate as of the Closing Date of the current Accounts Receivable, net of allowances for doubtful accounts, Inventory, net of allowance for obsolete Products, and other current assets (including Prepaid Expenses and Other Current Assets) of the Business that are included in the Assets ("Current Assets") minus the Accounts Payable, Accrued Employee Compensation, Benefits and Other Liabilities and other current liabilities of the Business (other than Taxes payable) that are included in the Assumed Liabilities (the "Current Liabilities") (the results of such calculation, the "Preliminary Working Capital"). The Preliminary Working Capital Schedule shall be prepared using accounting principles, practices and methods consistent with those used in preparing the Balance Sheet with adjustments for changes occurring in the period between the date of the Balance Sheet and the Closing Date. If the amount of the Preliminary Working Capital exceeds the Target Amount, then the Cash Purchase Price shall be increased by the excess. If the amount of Preliminary Working Capital is less than the Target Amount, the Cash Purchase Price shall be decreased by the shortfall. In order to determine the Preliminary Working Capital, the Seller shall provide the Purchasing Parties and their Representatives with all data and financial statements, reasonable access to the Books and Records and any other information reasonably required by the Purchasing Parties and customarily prepared by the Seller prior to the date of this Agreement for the determination of the Preliminary Working Capital.
(b) At the Closing, (i) Kxxx shall pay to the Seller, by wire transfer of immediately available funds to an account designated by the Seller not later than two Business Days prior to the Closing Date, the Manufacturing Assets Purchase Price; and (ii) Defiante shall pay to the Seller, by wire transfer of immediately available funds to an account designated by the Seller not later than two Business Days prior to the Closing Date, an amount equal to the Cash Purchase Price, as adjusted pursuant to Section 3.2(a), minus the Manufacturing Assets Purchase Price.
Payment at the Closing. At the Closing, the Purchaser shall deliver to the Participating Sellers the Purchase Price.
Payment at the Closing. (a) The aggregate purchase price for the Assets (the “Purchase Price”) shall be calculated as follows:
(i) $83,500,000.00;
(ii) less the value of the Season Passes determined pursuant to Section 2.6;
(iii) plus or less the amount calculated pursuant to Sections 2.7, 2.8 (to the extent not already included in the adjustments under Section 2.7) and 2.9 (to the extent not already included in the adjustments under Section 2.7).
