Payment of the Closing Payment Sample Clauses

Payment of the Closing Payment. At the Closing, the Purchaser shall pay the Closing Payment (less the Deposit) to the Seller and the Escrow Agent shall pay the Deposit to Seller, in each case by wire transfer, official bank check, or other immediately available funds.

Payment of the Closing Payment. Upon the final determination of the Closing Statement pursuant to Section 1.04: (a) If the Closing Payment exceeds the Estimated Closing Payment (such excess, the “Positive Adjustment Amount”), then promptly (but in any event within five (5) Business Days after the final determination of the Closing Statement pursuant to Section 1.04), (i) the Buyer will pay by wire transfer of immediately available funds to the Seller to such accounts designated by the Seller the lesser of (x) the Positive Adjustment Amount and (y) $1,000,000, and (ii) the Seller and the Buyer will jointly instruct the Escrow Agent to release the entire Escrow Amount to the Seller. Neither the Buyer, nor any of the Buyer’s Affiliates, will have any liability for any portion of the Positive Adjustment Amount in excess of $1,000,000. (b) If the Estimated Closing Payment exceeds the Closing Payment (such excess, the “Negative Adjustment Amount”), then promptly (but in any event within five (5) Business Days after the final determination of the Closing Statement pursuant to Section 1.04), the Seller and the Buyer will jointly instruct the Escrow Agent to release (i) an amount from the Escrow Amount to the Buyer equal to the Negative Adjustment Amount, and (ii) to the extent the Negative Adjustment Amount is less than the Escrow Amount, any such remaining amount in the Escrow Amount to the Seller. The Escrow Amount will be the Buyer’s sole and exclusive recourse for any Negative Adjustment Amount and neither the Seller, nor any of the Seller’s Affiliates, will have any liability for any portion of the Negative Adjustment Amount in excess of the Escrow Amount. (c) Notwithstanding anything to the contrary in this Agreement, the Buyer and any other applicable withholding agent shall be entitled to deduct and withhold from any amount otherwise payable to any Person pursuant to or contemplated by this Agreement, including those amounts payable pursuant to Section 1.02, such amounts as are required to be deducted and withheld with respect to the making of such payments under applicable Law; provided, that the Buyer shall provide the Seller with a written notice of the Buyer’s intention to withhold at least three (3) business days prior to any such withholding. Any amounts so deducted or withheld shall be treated for all purposes of this Agreement as having been paid in accordance with this Agreement to the Person in respect of which such deduction and withholding was made.

Payment of the Closing Payment. At the Closing, Buyer shall pay or cause to be paid to Seller, by wire transfer of immediately available funds to the Bank Account, an amount in cash equal to the sum of (such amount, the “Closing Payment”) (i) the Preliminary Purchase Price, plus (ii) the Inventory Value less (iii) the Payoff Amount, less (iv) the Accrued Contract Liabilities Amount, less (v) the Indemnity Escrow Amount, less (vi) the Punch List Escrow Amount (if any), less (vii) the amount of the Delay Damages, if any.

Payment of the Closing Payment. The Closing Payment shall have been paid to Sellers.

Payment of the Closing Payment. At the Closing, Buyer shall pay the Purchase Price as follows: (i) Buyer shall pay Three Hundred Ninety Thousand and 00/100 Dollars ($390,000.00) of the Purchase Price into an escrow account (the "Environmental Escrow Account") established according to the terms and conditions of the Escrow Agreement attached hereto as Exhibit 2.3(b)(ii) and to be executed and delivered by each of the parties hereto at Closing; (ii) [Intentionally Omitted] (iii) Buyer shall pay Three Million Nineteen Thousand Nine Hundred Ninety-Five and 26/100 Dollars ($3,019,995.26) of the Purchase Price into an escrow account (the "Real Estate Tax Escrow Account") established according to the terms and conditions of the Escrow Agreement attached hereto as Exhibit 2.3(b)(iii) and to be executed and delivered by the City of Chicago and Sellers at Closing; (iv) Buyers shall pay Three Million Eight Hundred Thousand and 00/100 Dollars ($3,800,000) of the Purchase Price into a trust account and established and held by The Bank of New York, as trustee (the "Trustee") according to the terms and conditions of Article IV of the Indenture (the "Bond Fund"). (v) Buyer shall pay the remainder of the Purchase Price (the "Closing Payment") in cash or by wire transfer of immediately available funds to an account of Aero or Xxxxxxx designated by Sellers prior to Closing (the "Sellers' Account").

Payment of the Closing Payment. Subject to the terms and conditions of this Agreement, at Closing SurModics will pay the Closing Payment to SRI, for itself and as agent for the Option Holders, by wire transfer of immediately available funds to the account designated on Schedule 2.2(a).

Payment of the Closing Payment. At the Closing, the Purchaser shall pay, and Sellers agree and consent to the payment of, the Closing Payment by wire transfer of immediately available funds to Sellers or their designees (including the creditors identified in the Payoff Letters) in accordance with the written instructions of the Sellers delivered to the Purchaser at least five (5) Business Days prior to the Closing Date, which written instructions shall provide the identity of each payee, the amounts to be paid to such payee, the instructions for making payment to such payee and such other information as the Purchaser reasonably requests.

Payment of the Closing Payment. At the Closing, the Purchaser shall pay to the Seller, by wire transfer of immediately available funds to a bank account of the Seller specified in writing at least five (5) Business Days prior to the Closing Date, an amount in cash equal to (the “Closing Payment”): (a) the Preliminary Purchase Price, minus (b) the amount of the Closing Date Indebtedness (based on the Indebtedness Payoff Letters delivered in connection with the Closing pursuant to Section 2.3(b)(i)), minus (c) the aggregate amount of the Transaction Expenses, to the extent not paid prior to the Closing Date (based on the Service Provider Payoff Letters delivered in connection with the Closing pursuant to Section 2.3(b)(ii)), plus (d) the amount, if any, by which the Estimated Closing Date Net Working Capital exceeds the Target Net Working Capital, minus (e) the absolute amount, if any, by which the Estimated Closing Date Net Working Capital is less than Target Net Working Capital, plus (f) the amount of the Estimated Closing Cash determined in accordance with Section 2.3(a).

Payment of the Closing Payment. The Purchaser shall pay the Closing Payment to the Seller for the Interests on the Closing Date. In order to implement such payment for the Interests, the Purchaser shall make the following direct payments in immediately available funds at the Closing pursuant to wire instructions set forth in Schedule 1.3 or delivered by the Seller not later than two (2) business days prior to the Closing Date: (a) first, the Purchaser shall transfer to the Escrow Agent an amount equal to the Indemnity Escrow Amount; (b) second, the Purchaser shall transfer an amount equal to the Payoff Amount to the Seller (or to the appropriate lender at the Seller’s request); and (c) third, the Purchaser shall pay all amounts remaining with respect to the Closing Payment to the Seller. The payments described above shall be treated for all purposes as follows: (i) all payments by the Purchaser made pursuant to this Section 1.3 shall be treated as payment by the Purchaser to the Seller for the Interests; and (ii) the Purchaser’s payment to the Seller (or to the appropriate lender at the Seller’s request) of the Payoff Amount shall be treated as a capital contribution by the Seller to the Company immediately prior to or coincident with the Closing.

Payment of the Closing Payment. Buyer shall have deposited the Closing Payment into the Disbursement Account pursuant to Section 3.2 hereof and the Escrow Amount into the Escrow Account pursuant to Section 3.4 hereof.