Payment of Estimated Purchase Price. Subject to the conditions set forth in this Sale Supplement and the Agreement, Purchaser shall pay the Estimated Purchase Price to Seller at the Closing in immediately available funds to an account designated in writing by Seller to Purchaser. The Estimated Purchase Price shall be reconciled to the final Purchase Price in accordance with Section 2.5 of the Agreement.
Payment of Estimated Purchase Price. Buyer will pay to Seller an amount equal to the Estimated Purchase Price by wire transfer, in lawful money of the United States of America in immediately available funds, to such account as Seller shall have designated by notice to Buyer.
Payment of Estimated Purchase Price. Subject to the conditions set forth in this Sale Supplement and the Agreement, HLSS and Holdings shall pay the Estimated Purchase Price to Seller at the Closing. The Estimated Purchase Price shall be reconciled to the final Purchase Price in accordance with Section 2.5 of the Agreement.
Payment of Estimated Purchase Price. At the Closing, the Purchaser Parties shall pay to Seller an amount equal to the Estimated Purchase Price, in immediately available funds by wire transfer to an account(s) designated by Seller, which account(s) must be designated in a writing delivered to Purchaser at least two (2) Business Days prior to the Closing Date.
Payment of Estimated Purchase Price. (a) No later than three (3) Business Days prior to the Closing, the Company shall deliver to Parent and Purchaser a payment instruction letter setting forth the respective amounts, payees and wiring instructions relating to the payment of the Closing Date Indebtedness and the Unpaid Seller Expenses (the “Indebtedness and Expense Payment Instruction Letter”). On the Closing Date, Purchaser shall pay the Closing Date Indebtedness and the Unpaid Seller Expenses in the amounts and in accordance with the instructions provided in the Indebtedness and Expense Payment Instruction Letter.
(b) On the Closing Date, Purchaser shall deposit 1,505,646 shares of Parent Common Stock (the “Escrowed Stock”) into an escrow account (the “Escrow Account”), which shall be established pursuant to the Escrow Agreement. Subject to the terms of the Escrow Agreement, the Escrowed Stock in the Escrow Account shall be distributed and released by the Escrow Agent as follows: (i) from time to time prior to the Final Release Date, the Escrowed Stock in the Escrow Account shall be distributed and released by the Escrow Agent (A) to the Purchaser to the extent required under Section 2.4(e)(ii), and/or (B) to any Parent Indemnitee to the extent required under Section 11.7, (ii) on the date that is six (6) months following the Closing Date, the Escrow Agent shall distribute and release to the Seller (or its designee) for distribution to those Members who held Common Units as of the Closing Date, as set forth in a written notice by Seller to Purchaser and the Escrow Agent at least two (2) Business Days prior to such release date, the number of shares of Escrowed Stock that has a value (based on the Average Trading Price as of the date of such distribution) equal to $6,000,000 and (iii) on the Final Release Date, the Escrow Agent shall distribute and release to the Seller (or its designee) for distribution to those Members who held Common Units as of the Closing Date, as set forth in a written notice by Seller to Purchaser and the Escrow Agent at least two (2) Business Days prior to the Final Release Date, the balance, if any, of the Escrowed Stock, unless one or more claims for indemnification of the Parent Indemnitees are pending as of such date, in which case the Escrow Agent shall (x) retain in the Escrow Account the number of shares of Parent Common Stock having a value (based on the Average Trading Price as of the Final Release Date) as would be necessary to satisfy the amount of such cl...
Payment of Estimated Purchase Price. At the Closing, Buyer will deliver, or cause to be delivered, to the intended final recipients (the names, wiring information and other relevant payment information of which recipients as may be reasonably requested by Buyer shall have been furnished by Seller in writing no later than three (3) Business Days prior to the Closing (such recipients, the “Recipients”)), an amount equal to the Estimated Purchase Price for payment, on behalf of the Business, to the appropriate Recipient. Seller shall cause the Recipients to include amounts and Persons necessary to irrevocably defease or repay all Closing Debt in accordance with Section 3.02(c). With the exception of any portion of the Transferred Cash that Seller delivers to Buyer on the Closing Date, the Purchase Price shall be paid net of Estimated Transferred Cash in lieu of any obligation of Seller to deliver Transferred Cash on the Closing Date.
Payment of Estimated Purchase Price. At least two business days before the Closing, Seller shall provide Buyer with a preliminary balance sheet reflecting the estimated assets used in the operation of Seller’s Business32 and the automatically legally assume the seller’s liabilities, although some or all of these liabilities may be charged to the buyer under successor liability theories of tort law.
Payment of Estimated Purchase Price. The Estimated Purchase Price shall be payable at the Closing by wire transfer of immediately available funds to Gold Xxxx'x account as provided to Southern States.
Payment of Estimated Purchase Price. At the Closing, Buyer shall pay or cause to be paid to or for the account of Sellers the Purchase Price as adjusted pursuant to Section 2.3 (the “Estimated Purchase Price”) by federal wire transfer of same-day funds pursuant to wire instructions which shall be delivered by Sellers to Buyer at least two business days prior to the Closing Date.
Payment of Estimated Purchase Price. (a) At Closing, Buyer shall pay an amount (the “Estimated Purchase Price”) equal to $9,000,000 minus the Estimated Working Capital Deficiency, if any, or plus the Estimated Working Capital Surplus, if any, in the following manner:
(1) in accordance with Section 2.5(c), Buyer shall pay off the Company’s Indebtedness as of the Closing Date, which is estimated to be approximately $0, by wire transfers of immediately available funds to the payees;
(2) Buyer shall pay to Seller an amount equal to $7,290,000 minus the aggregate amount of Indebtedness paid pursuant to Section 2.2(a)(1) and either (i) minus the Estimated Working Capital Deficiency, if any, or (ii) plus the Estimated Working Capital Surplus, if any, by wire transfers of immediately available funds in accordance with wire transfer instructions delivered by Seller to Buyer at least one Business Day prior to Closing;
(3) as soon as practicable following Closing, Buyer shall deliver to Seller a number of unregistered shares of Buyer’s common stock (the “Fenix Shares”) having a value of $900,000, determining this value on the basis of the average (mean) of the closing price of a share of Buyer’s common stock on each of the last 30 trading days preceding the Closing Date, as reported in the Nasdaq Global Market; and
(4) Buyer shall deposit the amount for $810,000 into escrow to be held and distributed pursuant to the escrow agreement attached hereto as Exhibit A (“Escrow Agreement”).
(b) The Purchase Price shall be subject to adjustment under Section 2.6.
