Payment of Initial Purchase Price. (a) For purposes of this Agreement, the “Initial Purchase Price” will be an aggregate amount equal to: (i) Three hundred and forty seven million six hundred thousand dollars ($347,600,000) (the “Base Purchase Price”); (ii) plus, Estimated Cash; (iii) plus, the Estimated Working Capital Overage (if any); (iv) minus, the Estimated Working Capital Underage (if any); (v) minus, an amount equal to the Estimated Taxes Payable; (vi) minus, Estimated Indebtedness; and (vii) minus, Estimated Unpaid Sellers Transaction Expenses. (b) The Initial Purchase Price shall be set forth on the Pre-Closing Statement and be subject to adjustment as provided in Section 2.4. The Initial Purchase Price, as adjusted pursuant to Section 2.4 hereof, is referred to herein as the “Purchase Price.” At the Closing, Buyer shall pay the following amounts by wire transfer of immediately available funds: (i) to each Person entitled to any Sellers Transaction Expenses, the amount of Sellers Transaction Expenses payable to such Person in accordance with invoices provided by Sellers with respect to such Sellers Transaction Expenses; provided, however, that the amount of any transaction bonuses or similar compensatory payments that constitute Sellers Transaction Expenses shall be paid to an account of each of the Companies for further payment (which Buyer will cause the applicable Company to make) to the recipients of such payments through each of the Companies’ regular payroll system, subject to any applicable withholding; (ii) to each Person entitled to any payments in respect of Indebtedness for borrowed money, the amount reflected therefor in payoff letters provided by Sellers with respect to such Indebtedness; (iii) to the Escrow Agent, an amount of cash equal to one million seven hundred and thirty-eight thousand Dollars ($1,738,000) (the “Indemnity Escrow Amount”) plus one million Dollars ($1,000,000) (the “Adjustment Escrow Amount”) to the accounts specified in the Pre-Closing Statement; (iv) to the Escrow Agent, an amount equal to eight million Dollars ($8,000,000) (the “Transaction Bonus Pool”), from proceeds otherwise payable in respect of the Interests held by Kxxxx Xxxxxxxx, to the account specified in the Pre-Closing Statement; and (v) the balance of the Initial Purchase Price, after taking into account the payments set forth in clauses (iii) and (iv) of this Section 2.3(b), to the applicable accounts and in the amounts specified for each Seller in the Funds Allocation. Each of the foregoing payments by Buyer set forth in Section 2.3(b)(i) and (ii) will be considered payments on behalf of the Companies and in respect of obligations and liabilities of the Companies or the applicable Subsidiaries. Each of the foregoing payments shall be made by wire transfer of immediately available funds to such account or accounts as are indicated by Sellers in the Pre-Closing Statement.
Appears in 1 contract
Payment of Initial Purchase Price. (a) For purposes of this AgreementAt Closing, the “Buyers shall pay the Initial Purchase Price” will be an aggregate amount equal toPrice as follows:
(i) Three hundred and forty seven million six hundred thousand dollars Buyers shall pay to the Seller, Fourteen Million Eight Hundred Sixty Eight Thousand Five Hundred Sixty Eight United States Dollars ($347,600,00014,868,568) (the “Base Purchase PriceClosing Payment”);
(ii) plusin cash, Estimated Cash;
(iii) plus, the Estimated Working Capital Overage (if any);
(iv) minus, the Estimated Working Capital Underage (if any);
(v) minus, an amount equal to the Estimated Taxes Payable;
(vi) minus, Estimated Indebtedness; and
(vii) minus, Estimated Unpaid Sellers Transaction Expenses.
(b) The Initial Purchase Price shall be set forth on the Pre-Closing Statement and be subject to adjustment as provided in Section 2.4. The Initial Purchase Price, as adjusted pursuant to Section 2.4 hereof, is referred to herein as the “Purchase Price.” At the Closing, Buyer shall pay the following amounts by wire transfer of immediately available funds:
(i) to each Person entitled to any Sellers Transaction Expenses, the amount of Sellers Transaction Expenses payable to such Person in accordance with invoices provided by Sellers with respect to such Sellers Transaction Expenses; provided, however, that the amount of any transaction bonuses or similar compensatory payments that constitute Sellers Transaction Expenses shall be paid to an account of each of the Companies for further payment (which Buyer will cause the applicable Company to make) to the recipients of such payments through each of the Companies’ regular payroll system, Closing Payment is subject to any applicable withholdingadjustment under subparagraph (v) of this Section 3.3;
(ii) Buyer shall deliver to each Person entitled the Escrow Agent Six Hundred Thousand United States Dollars ($600,000) (the “Escrow Amount”) pursuant to any payments in respect of Indebtedness for borrowed moneythe Escrow Agreement, provided, that the amount reflected therefor in payoff letters provided by Sellers with respect of the Escrow Amount is subject to such Indebtednessadjustment under subparagraph (v) of this Section 3.3;
(iii) Buyers shall deliver to the Escrow AgentSeller a promissory note, an in the form attached hereto as Exhibit A, in the principal amount of cash equal to one million seven hundred and thirtySeven Million Three Hundred Seventy-eight thousand Seven Thousand Four Hundred Thirty-Two United States Dollars ($1,738,000) (the 7,377,432)(the “Indemnity Escrow AmountPromissory Note”) plus one million Dollars ($1,000,000) (the “Adjustment Escrow Amount”) to the accounts specified in the Pre-Closing Statement);
(iv) Buyers shall cause to be issued to the Escrow Agent, an amount Seller a number of XCel Shares equal to eight million the quotient obtained by dividing Eight Million Five Hundred Thousand Dollars ($8,000,0008,500,000) by the Closing Date Reference Price (the “Transaction Bonus PoolInitial Stock Consideration”), from proceeds otherwise payable in respect of the Interests held by Kxxxx Xxxxxxxx, to the account specified in the Pre-Closing Statement; and;
(v) Notwithstanding the balance foregoing, if Buyers have not received evidence from the Seller prior to the Closing Date, which is reasonably satisfactory to the Buyer, that the Seller has bought out, subleased or otherwise resolved the liabilities related to the Leased Real Property at 00 X. 00xx Xx., Xxx Xxxx, XX, then the amount of the Initial Purchase Price, after taking into account the payments set forth in clauses Closing Payment shall be Fourteen Million Six Hundred Eighty-Eight Thousand Five Hundred Sixty-Eight United States Dollars (iii$14,688,568) and the amount of the Escrow Amount shall be Seven Hundred Eighty Thousand United States Dollars (iv$780,000). In the event the Escrow Amount is raised pursuant to this Section 3.3(v), then the Parties shall revise the Escrow Agreement to provide for the Escrow Amount to be disbursed in monthly releases of Sixty-Five Thousand United States Dollars ($65,000) unless the Escrow Agent is otherwise ordered by a joint written instruction. Except as otherwise provided in the Promissory Note, the Promissory Note shall mature Thirty Six (36) months from the date of its issuance. The Buyer shall have the right to reduce or withhold payment of the principal due and owing under the Promissory Note to the extent permitted under Section 11.8 of this Section 2.3(b), to Agreement and the applicable accounts and in the amounts specified for each Seller in the Funds Allocation. Each terms of the foregoing payments by Buyer set forth in Section 2.3(b)(i) and (ii) will be considered payments on behalf of the Companies and in respect of obligations and liabilities of the Companies or the applicable Subsidiaries. Each of the foregoing payments shall be made by wire transfer of immediately available funds to such account or accounts as are indicated by Sellers in the Pre-Closing StatementPromissory Note.
Appears in 1 contract
Payment of Initial Purchase Price. (a) For purposes of this Agreement, the “Initial Purchase Price” will be an aggregate amount equal to:
(i) Three hundred and forty seven million six hundred thousand dollars One Billion Seven Hundred Million ($347,600,000) (the “Base Purchase Price”1,700,000,000);
(ii) plus, Estimated Cash;
(iii) plusplus or minus, the amount by which the Target Working Capital falls short of or exceeds the Estimated Working Capital Overage (if any)Capital;
(iv) minus, the Estimated Working Capital Underage (if any);Seller Transaction Expenses; and
(v) minus, an amount equal to the Estimated Taxes Payable;
(vi) minus, Estimated Indebtedness; and
(vii) minus, Estimated Unpaid Sellers Transaction Expenses.
(b) The Initial Purchase Price shall be set forth on the Pre-Closing Statement and be subject to adjustment as provided in Section 2.4. The Initial Purchase Price, as adjusted pursuant to Section 2.4 hereof, is referred to herein as the “Purchase Price.” ”. At the Closing, Buyer Buyers shall pay the following amounts by wire transfer of immediately available funds:
(i) to each Person entitled to any Sellers Transaction Expenses, the amount of Sellers Transaction Expenses payable to such Person in accordance with invoices provided by Sellers with respect to such Sellers Transaction Expenses; provided, however, that the amount of any transaction bonuses or similar compensatory payments that constitute Sellers Transaction Expenses shall be paid to an account of each of the Companies for further payment (which Buyer will cause the applicable Company to make) to the recipients of such payments through each on behalf of the Companies’ regular payroll system, subject all principal of, interest on, premium, if any, expenses, break fees and other amounts owing to any applicable withholdingthe Senior Lenders in respect of the Senior Credit Agreement, or such lesser amounts as may be negotiated between Sensus Worldwide and the Senior Lenders, as such amounts are set forth in the pay-off and discharge letter executed by the Senior Lenders and delivered to the Companies and Buyers at the Closing (the “Senior Lenders Pay-off Letter”);
(ii) to each Person entitled to any payments in respect on behalf of Indebtedness for borrowed moneythe Companies, the amount reflected therefor payable to each counterparty or holder of any indebtedness for borrowed money (other than the Senior Credit Agreement which is addressed in payoff Section 2.3(b)(i) and, for the avoidance of doubt, shall only be paid once) in order to fully discharge such indebtedness and terminate all applicable obligations and liabilities of the Companies and any of their Affiliates related thereto, subject to receipt of pay-off letters provided by Sellers with respect in form and substance reasonably satisfactory to such IndebtednessBuyers;
(iii) to the Escrow Agent, an amount of cash equal to one million seven hundred and thirty-eight thousand Dollars (deposit $1,738,000) (the “Indemnity Escrow Amount”) plus one million Dollars ($1,000,000) 25,000,000 (the “Adjustment Escrow Amount”) to the accounts specified escrow account established under the Adjustment Escrow Agreement (the “Adjustment Escrow Account”), which Adjustment Escrow Amount will be available pursuant to the terms and conditions of the Adjustment Escrow Agreement to satisfy the obligations of Sellers in the Pre-Closing Statementrespect of adjustments in favor of Buyers pursuant to Section 2.4(b);
(iv) on behalf of the Companies, (A) all accrued and unpaid management and consulting fees and expenses, investment banking and financial advisory fees and other fees and expenses in connection with this Agreement and the transactions contemplated hereby and any other amounts due under the TJC Consulting Agreement, as such amounts are set forth in the pay-off, termination and discharge letter executed by The Jordan Company, L.P. and delivered to the Escrow AgentCompanies and Buyers at the Closing (the “TJC Pay-off Letter”), (B) all amounts due under, including fees and expenses to Credit Suisse Securities (USA) LLC as investment banking and financial advisory fees and other fees and expenses pursuant to, a letter agreement with Sensus Worldwide dated December 10, 2015, in connection with this Agreement and the transactions contemplated hereby, as set forth in the pay-off letter executed by Credit Suisse Securities (USA) LLC and delivered to the Companies and Buyers at the Closing (the “CS Pay-off Letter”), and (C) all accrued and unpaid management and consulting fees and expenses, investment banking and financial advisory fees in connection with this Agreement and the transactions contemplated hereby and any other amounts due under (x) the GS Fee Letter and (y) the letter agreement with Sensus Worldwide dated December 11, 2015, in connection with this Agreement and the transactions contemplated hereby, as set forth in the pay-off, termination and discharge letter executed by Xxxxxxx, Xxxxx & Co. and delivered to the Companies and Buyers at the Closing (the “GS Pay-off Letter”);
(v) on behalf of the Companies, to the recipients thereof and subject to receipt of final invoices, an amount equal sufficient to eight million Dollars pay the Estimated Seller Transaction Expenses ($8,000,000) other than as set forth in Section 2.3(b)(iv)); provided that the amount of any retention bonuses (to the “Transaction Bonus Pool”extent payable at Closing), from proceeds otherwise payable option proceeds, restricted share grant (if no election pursuant to Section 83(b) of the Code was made in respect of such grant) proceeds or similar compensatory amounts payable to current employees of the Interests held Companies shall be paid on the first payroll date after the Closing Date through the Companies’ payroll system; provided, further, for the avoidance of doubt, any such retention or similar payments due to directors, former employees or other service providers of the Companies that are not employees shall be paid directly by Kxxxx Xxxxxxxx, to the account specified Buyers as set forth in the Pre-Closing Statement“funds flow memo” referenced below; and
(vvi) the balance of to Sellers the Initial Purchase Price, after taking into account Price less the payments set forth in clauses Adjustment Escrow Amount.
(iiic) and (iv) of this Section 2.3(b), to the applicable accounts and in the amounts specified for each Seller in the Funds Allocation. Each of the foregoing payments by Buyer set forth in Section Sections 2.3(b)(i) and (iiiv) will be considered payments on behalf of the Companies Sensus USA and in respect of obligations and liabilities of the Companies or the their applicable Subsidiaries. This Agreement does not constitute an obligation of the Companies to pay in full any obligations of the Companies for which separate pay-off amounts have been negotiated. Each of the foregoing payments shall be made by wire transfer of immediately available funds to such account or accounts as are indicated by Sellers in a “funds flow memo” to be delivered to Buyers by Sellers no later than two (2) Business Days prior to the Pre-Closing StatementDate.
(d) The “funds flow memo” shall set forth an itemized list of all, and amounts of all, Seller Transaction Expenses, including the identity of each payee, dollar amounts owed (including timing of required payments), wire instructions and any other information necessary to effect the final payment in full thereof.
Appears in 1 contract
Payment of Initial Purchase Price. (a) For purposes of this Agreement, the “Initial Purchase Price” will be an aggregate amount equal to:
(i) Three hundred and forty seven million six hundred thousand dollars ($347,600,000) (the “Base Purchase Price”);
(ii) plus, Estimated Cash;
(iii) plus, the Estimated Working Capital Overage (if any);
(iv) minus, the Estimated Working Capital Underage (if any);
(v) minus, an amount equal to the Estimated Taxes Payable;
(vi) minus, Estimated Indebtedness; and
(vii) minus, Estimated Unpaid Sellers Transaction Expenses.
(b) The Initial Purchase Price shall be set forth on the Pre-Closing Statement and be subject to adjustment paid as provided in Section 2.4. The Initial Purchase Price, as adjusted pursuant to Section 2.4 hereof, is referred to herein as the “Purchase Price.” follows:
(1) At the Closing, the Seller shall deliver to the Buyer shall pay a certificate signed by the following amounts by wire transfer Seller setting forth the aggregate total of immediately available funds:
(i) to each Person entitled to any Sellers Transaction Expensesthe Affiliate Payables and Excluded Indebtedness both outstanding as of the Closing Date as well as paid after the Effective Closing Date. At the Closing, the amount sum of Sellers Transaction Expenses payable to such Person in accordance with invoices provided by Sellers with respect to such Sellers Transaction Expenses; provided$8,937,000, however, that minus the amount of any transaction bonuses or similar compensatory payments that constitute Sellers Transaction Expenses Affiliate Payables and Excluded Indebtedness both outstanding as of the Closing Date as well as paid after the Effective Closing Date, shall be paid to an account of each of payable by the Companies for further payment (which Buyer will cause the applicable Company to make) to the recipients of such payments through each of the Companies’ regular payroll system, subject to any applicable withholding;
(ii) to each Person entitled to any payments in respect of Indebtedness for borrowed money, the amount reflected therefor in payoff letters provided by Sellers with respect to such Indebtedness;
(iii) to the Escrow Agent, an amount of cash equal to one million seven hundred and thirty-eight thousand Dollars ($1,738,000) (the “Indemnity Escrow Amount”) plus one million Dollars ($1,000,000) (the “Adjustment Escrow Amount”) to the accounts specified in the Pre-Closing Statement;
(iv) to the Escrow Agent, an amount equal to eight million Dollars ($8,000,000) (the “Transaction Bonus Pool”), from proceeds otherwise payable in respect of the Interests held by Kxxxx Xxxxxxxx, to the account specified in the Pre-Closing Statement; and
(v) the balance of the Initial Purchase Price, after taking into account the payments set forth in clauses (iii) and (iv) of this Section 2.3(b), to the applicable accounts and in the amounts specified for each Seller in the Funds Allocation. Each of the foregoing payments by Buyer set forth in Section 2.3(b)(i) and (ii) will be considered payments on behalf of the Companies and in respect of obligations and liabilities of the Companies or the applicable Subsidiaries. Each of the foregoing payments shall be made by wire transfer of immediately available funds to such the account or accounts as of the Seller, which shall be designated by the Seller in writing at least one full Business Day prior to the Closing Date. For purposes of this Agreement, a "BUSINESS DAY" is a day other than a Saturday, a Sunday or a day on which banks are indicated by Sellers required to be closed in the Pre-State of North Carolina.
(A) At the Closing, the Buyer shall issue to the Seller 2,313 shares of the Buyer's Class A Convertible Preferred Stock, Series III (the "PREFERRED STOCK"). The Preferred Stock will be convertible into shares of the Buyer's Class A Common Stock as provided in the Statement of Rights and Preferences attached as Exhibit A hereto. At the Closing, 1,813 shares of the Preferred Stock will be delivered to the Seller and 500 shares of the Preferred Stock (the "ESCROW SHARES") shall be placed in escrow with NationsBank of Texas, N.A. or another entity mutually acceptable to the Buyer and the Seller (the "ESCROW AGENT") by the Buyer in accordance with the escrow agreement in the form of Exhibit B hereto, with such other changes thereto as the Escrow Agent shall reasonably request (the "ESCROW AGREEMENT").
(B) The term of the Escrow Agreement shall be until February 1, 1999 (or such longer period of time as shall be necessary to complete the determination of Net Current Assets pursuant to Section 1.2(c) below). If, as of February 1, 1999 (or such later date as shall be necessary to complete the determination of the Net Current Assets), the Buyer shall have made no claims in respect of any Net Current Assets Shortfall (as defined in Section 1.2(c) below) or for indemnification pursuant to the terms of this Agreement, the Buyer will execute a joint instruction pursuant to the Escrow Agreement to instruct the Escrow Agent to deliver all of the Escrow Shares to the Seller pursuant to the terms of the Escrow Agreement.
(C) At the Seller's option, exercisable by written notice to the Buyer by the Seller, at or prior to the Closing Statement(the "REGISTRATION NOTICE"), the Buyer shall be obligated to use its reasonable best efforts to register under the Securities Act of 1933, as amended (the "SECURITIES ACT"), on or before December 31, 1998, the shares (the "COMMON SHARES") of the Buyer's Class A Common Stock which are issuable upon conversion of the Preferred Stock.
(D) If requested by the managing or lead managing underwriter for any such registered offering of the Common Shares which is an underwritten public offering, the Seller shall execute and deliver such underwriting agreement with the managing or lead managing underwriter in such form as is customarily used by such underwriter with any modifications as the parties thereto shall agree. In connection with any such registration, the Seller shall supply to the Buyer such information as may be reasonably requested by the Buyer in connection with the preparation and filing of a registration statement with the Securities and Exchange Commission. The Seller shall not supply any information to the Buyer for inclusion in such registration statement that will, taken as a whole, at the time the registration statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Provided that the Buyer shall have timely completed such registration of the Common Shares, the Seller shall promptly convert the Preferred Stock into the Common Shares.
(E) In the event that the Buyer fails to timely complete such registration of the Common Shares, the Seller may, at his option exercisable by written notice to the Buyer not later than January 31, 1999, require the Buyer to purchase up to all of the Preferred Stock held by the Seller at the price of $1,000 per share. Such notice to the Buyer shall specify the number of shares of Preferred Stock held by the Seller required to be purchased and a closing date for such purchase which shall be not sooner than fifteen (15) days and not longer than thirty (30) days from the date of delivery of such notice. At the closing of such purchase, the Buyer shall deliver to the Seller the applicable purchase price in the same manner that the cash portion of the Purchase Price paid at Closing was paid against delivery by the Seller of (i) the certificates for the shares of Preferred Stock of the Seller being purchased, duly endorsed for transfer to the Buyer, and (ii) a certificate signed by the Seller to the effect that such Preferred Stock of the Seller is being sold free and clear of all encumbrances and claims of third persons. The foregoing "put" right of the Seller shall also apply to the shares of the Preferred Stock which are included in the Escrow Shares; PROVIDED, HOWEVER, the obligation of the Buyer to purchase such shares of Preferred Stock shall arise only if, as and when such shares of the Preferred Stock are delivered to the Seller pursuant to the Escrow Agreement.
(F) In the event the Seller does not timely deliver a Registration Notice, the Buyer shall have no obligation to register the Common Shares. Thereafter, the Buyer's sole obligation with respect to the Preferred Stock and the Common Shares, other than to honor any "put" by the Seller under Paragraph (E) immediately above, shall be to use its reasonable best efforts to make available current public information with respect to the Buyer within the meaning of Subsection (c)(1) of Securities and Exchange Commission Rule 144 ("RULE 144") to the extent necessary to facilitate public resales by the Seller of the Common Shares pursuant to Rule 144.
Appears in 1 contract
Payment of Initial Purchase Price. (a) For purposes of this Agreement, the “Initial Purchase Price” will be an aggregate amount equal to:
(i) Three hundred and forty seven million six hundred thousand dollars Two Hundred Twenty Million Dollars ($347,600,000) (the “Base Purchase Price”220,000,000.00);
(ii) plus, Estimated Cash;; 738336390
(iii) plus, the difference between the Target Working Capital and the Estimated Working Capital, expressed as (A) a positive number if the Estimated Working Capital Overage is greater than the Target Working Capital, or (B) a negative number if any)the Estimated Working Capital is less than the Target Working Capital;
(iv) minus, the Estimated Working Capital Underage (if any)Assumed Indebtedness;
(v) minus, an amount equal to the Estimated Taxes Payable;Customer Advances; and
(vi) minus, Estimated Indebtedness; and
(vii) minus, Estimated Unpaid Sellers Seller Transaction Expenses.
(b) The Initial Purchase Price shall be set forth on the Pre-Closing Statement and be subject to adjustment as provided in Section 2.4. The Initial Purchase Price, as adjusted pursuant to Section 2.4 hereof2.4, is referred to herein as the “Purchase Price.” At the Closing, Buyer shall apply and pay an aggregate amount equal to the following amounts by wire transfer sum of immediately available fundsthe Initial Purchase Price as follows:
(i) to pay and deposit the Escrow Amount to the escrow account established under the Escrow Agreement (the “Escrow Account”);
(ii) to pay, or cause to be paid, to the Sellers’ Representative the Representative Holdback Amount;
(iii) to pay all fees and expenses due and payable at Closing pursuant to the Deloitte Engagement Letter, as such amounts are set forth in the Deloitte Pay-Off Letter;
(iv) to pay or cause to be paid to each Person entitled to any Sellers Seller Transaction Expenses, the amount of Sellers Seller Transaction Expenses payable to such Person as such amounts are set forth in accordance with invoices provided the Funds Flow Memo (which Seller Transaction Expenses include, for the avoidance of doubt but without duplication, the amounts payable to Deloitte as contemplated by Sellers with respect to such Sellers Transaction Expensesthe foregoing clause (iii)); provided, however, that the amount of any transaction bonuses or similar compensatory payments that constitute Sellers Seller Transaction Expenses shall be paid to an account of each one or more accounts of the Companies Companies, for further payment (which Buyer will cause the applicable Company Companies to make) to the recipients of such payments through each of the applicable Companies’ regular (or Paychex’s, as applicable) ordinary course payroll system, subject to any applicable withholding, in each case as further set forth in the Funds Flow Memo;
(iiv) to pay to each Person entitled that has delivered a Payoff Statement to any payments in respect either of Indebtedness for borrowed money, the amount reflected therefor in payoff letters provided by Sellers with respect Companies such amounts as are required to be paid to such Indebtedness;
(iii) Person as determined pursuant to the Escrow Agent, an amount terms of cash equal to one million seven hundred and thirty-eight thousand Dollars ($1,738,000) (the “Indemnity Escrow Amount”) plus one million Dollars ($1,000,000) (the “Adjustment Escrow Amount”) to the accounts specified in the Pre-Closing Statement;
(iv) to the Escrow Agent, an amount equal to eight million Dollars ($8,000,000) (the “Transaction Bonus Pool”), from proceeds otherwise payable in respect of the Interests held by Kxxxx Xxxxxxxx, to the account specified in the Pre-Closing such Payoff Statement; and
(vvi) to pay the balance of the Initial Purchase Price, after taking into account the payments set forth in clauses (iiii) and through (ivv) of this Section 2.3(b), to the applicable accounts and Sellers, in the amounts specified for each Seller in the Funds Allocationaccordance with their respective Pro Rata Percentages. Each of the foregoing payments (other than the Escrow Amount and the Representative Holdback Amount) by Buyer set forth in Section 2.3(b)(i) and (ii) will be considered payments on behalf of the Companies and in 738336390 respect of obligations and liabilities of the Companies or the applicable SubsidiariesCompanies. Each of the foregoing payments shall be made by wire transfer of immediately available funds in Dollars to such account or accounts as are indicated by Sellers Sellers’ Representative in a “funds flow memo” attached hereto as Exhibit E (the Pre-Closing Statement“Funds Flow Memo”).
Appears in 1 contract
Samples: Equity Purchase Agreement (Gibraltar Industries, Inc.)
