Payment of the Estimated Purchase Price. At the Closing, in consideration of the sale, assignment and transfer of the Sold Shares, Buyer shall pay an aggregate amount to Seller equal to (i) the Estimated Purchase Price minus (ii) the Escrow Amount, by wire transfer of immediately available funds in United States dollars to one or more accounts designated by Seller at least two (2) Business Days prior to the Closing Date.
Payment of the Estimated Purchase Price. The Buyer shall have paid the Estimated Purchase Price (less amounts referenced in Section 6.2(e) below) to the Seller at the Closing.
Payment of the Estimated Purchase Price. At the Closing, Buyer shall
(a) deliver to the account or accounts designated in writing by the Seller’s
(b) Representative at least two (2) business days prior to the Closing Date, an amount equal to the remainder of (x) the Estimated Purchase Price less (y) the Escrow Amount (such remainder is referred to herein as the “Cash Closing Payment”); provided, however, that the Seller’s Representative may, by written notice, direct Buyer to deliver a portion of the Cash Closing Payment to certain third parties for fees, expenses, costs or other obligations arising out of or in connection with the transactions contemplated by this Agreement; and
(c) deliver to Regions Bank, N.A., as escrow agent (the “Escrow Agent”), the sum of
(d) $10,000,000 (the “Escrow Amount”). Subject to the terms and conditions of the Escrow Agreement attached hereto as Exhibit A (the “Escrow Agreement”), fifty percent (50%) of the Escrow Amount shall be released and paid to the Seller’s Representative on behalf of the Seller on the date that is twelve (12) months from the Closing Date, and the balance of the Escrow Amount shall be released and paid to the Seller’s Representative on behalf of the Seller on the date that is eighteen (18) months from the Closing Date.
Payment of the Estimated Purchase Price. At Closing, the Estimated Purchase Price shall be paid as follows:
(i) to Shareholder less the Escrow Amount; and
(ii) to Escrow Agent, the Escrow Amount. All payments shall be paid or directed on the disbursement of funds, as reflected on Section 2.3 of the Disclosure Schedules, by wire transfer of immediately available funds to an account or accounts designated by Shareholder.
Payment of the Estimated Purchase Price. (1) No later than three (3) Business Days before the Closing Date, the Vendor will prepare and deliver to the Purchaser a statement (the "Estimated Purchase Price Statement") setting forth (a) the Estimated Working Capital, (b) the Estimated Cash, (c) the Estimated Indebtedness, (d) the Estimated Surplus Payment, (e) the estimated outstanding balance of the Shareholder Loan (including principal and all accrued but unpaid interest) as of the Closing Date, and (f) on the basis of the foregoing amounts in (a) through (e), the calculation of the Estimated Purchase Price, including reasonable supporting documentation and detail with respect to each of the estimates set forth in the Estimated Purchase Price Statement. For greater certainty, the Estimated Working Capital, the Estimated Cash and the Estimated Indebtedness will be calculated in accordance with the Agreed Principles.
(2) The amounts referred to in paragraphs (b) or (c) of the definition of "Estimated Purchase Price", the Estimated Cash, the Estimated Indebtedness and the Estimated Surplus Payment will be expressed in Canadian dollars in accordance with the Agreed Principles and, for purposes of calculating the Estimated Purchase Price, converted into United States dollars using the closing exchange rate of The Bank of Canada for the conversion of Canadian dollars into United States dollars as of the last Business Day prior to the date on which the Estimated Purchase Price Statement is delivered to the Purchaser.
(3) At the Closing, the Estimated Purchase Price will be paid and satisfied by the Purchaser paying such amount in United States dollars to or to the order of the Vendor by wire transfer of immediately available funds to an account designated in writing by the Vendor no less than three (3) Business Days prior to the Closing Date.
Payment of the Estimated Purchase Price. At Closing, the Estimated Purchase Price shall be paid and satisfied by Purchaser as follows:
(a) by paying to the Escrow Agent (i) the Indemnification Escrow Amount, which amount will secure the indemnification obligations of Vendor pursuant Article 10; and (ii) the Adjustment Escrow Amount, which amount will secure any Purchase Price adjustments payable by Vendor pursuant to Section 2.6, which Escrow Amount will be held and released by the Escrow Agent in accordance with and subject to the terms and conditions of the Escrow Agreement; and
(b) by paying to Vendor an amount equal to:
(i) the Estimated Purchase Price;
(ii) minus the Escrow Amount.
Payment of the Estimated Purchase Price. (i) At the Closing, the Buyer shall deliver, or cause to be delivered, by wire transfer of immediately available funds:
(A) to each applicable recipient, the amount of the Estimated Unpaid Transaction Expenses payable to such recipient, as set forth in the applicable Transaction Invoice, in accordance with the wire instructions set forth in the applicable Transaction Invoice;
(B) to the Escrow Agent, the Escrow Amount, for deposit into an escrow account (the “Escrow Account”), which will be established pursuant to an escrow agreement in form and substance reasonably satisfactory to Buyer and Seller (the “Escrow Agreement”); and
(C) to the Seller, cash in an aggregate amount equal to the Estimated Purchase Price, less the amounts set forth in Section 1.2(c)(i)(A) and Section 1.2(c)(i)(B)), to a bank account designated prior to the Closing Date by the Seller by written notice to the Buyer.
Payment of the Estimated Purchase Price. At the Closing, Purchaser shall pay to Seller the Estimated Purchase Price for the Purchased Assets and the Origination Business. For purposes of this Agreement, the Estimated Purchase Price means the amount equal to 100% of the Purchase Price as calculated pursuant to Section 3.1 as of the Cut-Off Date as determined on the basis of the best information reasonably available to Seller and Purchaser as of the Cut-Off Date.
Payment of the Estimated Purchase Price. At the Closing, Buyer shall (a) deliver to the account or accounts designated in writing by the Sellers' Representative at least two (2) business days prior to the Closing Date, an amount equal to the remainder of (x) the Estimated Purchase Price less (y) the Escrow Amount (such remainder is referred to herein as the “Cash Closing Payment”); provided, however, that the Sellers' Representative may, by written notice, direct Buyer to deliver a portion of the Cash Closing Payment to certain third parties for fees, expenses, costs or other obligations arising out of or in connection with the transactions contemplated by this Agreement; and
Payment of the Estimated Purchase Price. The Estimated Purchase Price shall be paid on the Closing Date by the Buyer to the Seller in Euro and in immediately available funds by wire transfer to the bank account notified by the Seller to the Buyer at least 5 (five) Business Days prior to the Closing Date.
