Payment of Closing Date Consideration Sample Clauses

Payment of Closing Date Consideration. At the Initial Closing, Crown shall pay for the account of the T-Mobile SPEs or the T-Mobile Parties, as applicable, by wire transfer to an account designated by T-Mobile: (a) as consideration for the Lease of the Lease Sites and the Included Property of the Lease Sites (including the related Collocation Agreements), an amount for each Lease Site (the “Closing Lease Site Rent” for such Lease Site) equal to the product of (x) the Closing Total TCF for such Lease Site multiplied by (y) the TCF Multiple; plus (b) as consideration for the Sale Site Subsidiary Interests, the sum of the Closing Assignable Site Price for all Assignable Sites; plus (c) as consideration for the specified rights with respect to the Managed Sites and the Included Property of the Managed Site (including the related Collocation Agreements), an amount for each Managed Site (the “Closing Managed Site Consideration” for such Site) equal to (i) 90% of (ii) the product of (x) the Closing Total TCF for such Managed Site multiplied by (y) the TCF Multiple; provided, however, that if the CA/NV Inclusion does not occur at the Initial Closing, the CA/NV Sites shall be excluded from the definitions of Closing Lease Site Rent, Closing Assignable Site Price, Closing Managed Site Consideration and Closing Total Consideration and for purposes of all calculations and payments made pursuant to or under this Section 3.2.

Payment of Closing Date Consideration. At the Closing, Acquiror shall pay the Closing Date Consideration by wire transfer of immediately available funds to Seller or its designee (specified in writing prior to the Closing), without any further withholding or deductions, except as otherwise set forth on Schedule 2.4 or as otherwise required by changes in applicable Law between the date hereof and the Closing. Any dispute among the parties with respect to the applicable withholdings or other deductions required by Law shall be settled by the Independent Accounting Firm in the same manner set forth in Section 2.7. To the extent that amounts are so deducted or withheld and paid over to the appropriate Taxing Authorities, the amount so deducted or withheld shall be treated for all purposes of this Agreement as having been paid to the recipient in respect of which such deduction and withholding was made.

Payment of Closing Date Consideration. (a) The Closing Date Consideration shall be paid as follows: (i) EUR 9,866,016.05 of the Closing Date Consideration (the “Debt Payoff Amount”) shall be satisfied by the Purchaser paying to ING Bank and ING Mezzanine on behalf of the Company and the Subsidiaries (i) all Financial Indebtedness owing by the Company and the Subsidiaries to ING Bank and ING Mezzanine as of the Closing Date (other than Financial Indebtedness owing to ING Bank in respect of the ING Bank Guarantee), and (ii) the Pledged Bank Account Increase Payment (as such term is defined in the ING Dutch Law Release Letter) of EUR 29,855, all in the manner more fully set forth in Article 3.5(a)(iii) hereof, in the Notary Letter and in the ING Dutch Law Release Letter. (ii) In further satisfaction of the Closing Date Consideration, the Purchaser will at the Closing purchase from ING Investments the single Company Preferred Share held by ING Investments for a total purchase price of EUR 1,603,588.89 (the “Closing Date Preferred Share Consideration”), payable by the Purchaser to ING Investments at Closing by wire transfer of immediately available funds to a bank account of ING Investments designated by ING Investments in writing to the Purchaser, in the manner more fully set forth in Article 3.5(a)(iv) hereof and in the Notary Letter. (iii) In further satisfaction of the Closing Date Consideration, the Purchaser will at the Closing purchase from the Sellers all of the Company Common Shares held by them, for a purchase price payable partly in cash (or, in the case of ING Investments and WBB, entirely in cash) (the “Closing Date Common Shares Cash Consideration”), subject to adjustment as set forth in Articles 2.4 through 2.6, and partly (except in the case of ING Investments and WBB, who will receive only cash for their Company Common Shares) by issuance of shares of Purchaser Parent Common Stock (the “Closing Date Common Shares Stock Consideration”). The Closing Date Common Shares Cash Consideration payable to each Seller, and the number of shares of Purchaser Parent Common Stock to be issued to each Seller other than ING Investments and WBB in satisfaction of the Closing Date Common Shares Stock Consideration payable to such Seller, shall be as set forth in the table below: Name of Seller Closing Date Common Shares Cash Consideration Closing Date Common Shares Stock Consideration MWL EUR 3,345,264.49 145,615 shares of Purchaser Parent Common Stock RQ Management EUR 3,345,264.49 145,615 shares of ...

Payment of Closing Date Consideration. The Closing Date Consideration shall be payable as follows: (a) With respect to One Hundred Fifty Thousand (150,000) shares of the PainCare Shares due at Closing, such Shares shall be delivered to Xxxxxx X. Xxxxxx, III (the “Escrow Agent”) to be held in escrow pursuant to the terms and conditions of that certain Escrow and Security Agreement in the form attached hereto as Exhibit 3.2(a); and (b) With respect to the remainder of the PainCare Shares due at Closing, such shares shall be delivered to the Sellers.

Payment of Closing Date Consideration