Payment on the Closing Date. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Articles VIII and IX, at the Closing Buyer shall pay Seller an amount equal to the Preliminary Purchase Price by wire transfer of immediately available funds to the bank account or accounts specified by Seller.
Payment on the Closing Date. Subject to satisfaction or (if permissible) waiver of the conditions set forth in Article 9 and Article 10, at the Closing, Buyer shall pay (or shall cause one or more of its Affiliates to pay) to Sellers the Closing Date Payment in cash by wire transfer of immediately available funds to the account in the United States specified by Sellers.
Payment on the Closing Date. Subject to fulfillment or waiver (if permissible) of the conditions set forth in Article IX, at Closing Buyer shall pay Sellers an amount in cash equal to the cash portion of the Purchase Price provided for in Sections 3.1(a) and (c) by wire transfer of immediately available funds to the account in the United States specified by Sellers in writing to Buyer at least three business days prior to the Closing.
Payment on the Closing Date. (a) At the Closing, Buyer shall pay Seller an amount equal to the Base Purchase Price plus (or, if a negative amount, minus the absolute value of) the Estimated Adjustment Amount (the “Preliminary Purchase Price”) by wire transfer of immediately available funds to the bank account or accounts specified by Seller in accordance with paragraph (b) hereof.
(b) Not less than five business days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement setting forth (i) the amount of the Estimated Closing Date Working Capital, (ii) the amount of the Estimated Closing Date Cash, (iii) the amount of the Estimated Closing Date Indebtedness, (iv) the amount of the Estimated Transaction Expenses, (v) the Estimated Adjustment Amount, (vi) the amount of the Preliminary Purchase Price, (vii) the amount of the Target Settlement Working Capital Amount (including all underlying calculations thereto) and (viii) the wire transfer instructions for Seller, and to the extent reasonably requested by Buyer, following the delivery of such statement, Seller shall respond to any of Buyer’s reasonable inquiries and provide it with such collaborating information as Buyer shall reasonably request; provided, however, Seller shall not be obligated to revise such statement upon, or in connection with, such inquiries and requests.
Payment on the Closing Date. At Closing Buyer shall pay Seller an amount equal to the Closing Date Cash Payment (less the aggregate amount of the Deposits listed on Schedule 2.1(B) and plus the aggregate amount of the expenses listed on Schedule 7.10) by wire transfer of immediately available funds to the account in the United States specified by Seller in writing to Buyer at least two business days prior to the Closing.
Payment on the Closing Date. (a) Not less than three (3) Business Days prior to the Closing Date, Seller Parent shall deliver to Buyer a written statement (the “Closing Date Estimate”) setting forth (i) Seller Parent’s good faith estimate of the amounts of (A) Net Working Capital and (B) the Working Capital Excess (if any) or the Working Capital Deficit (if any), together with a calculation of the Purchase Price taking into account such estimates (the “Estimated Purchase Price”), based upon the most recent reasonably ascertainable financial information of the Company, and (ii) wire transfer instructions in respect of the payments to be made in accordance with this Section 4.2. Seller Parent shall provide Buyer with a reasonable opportunity to review and comment upon the Closing Date Estimate, and Seller Parent shall consider in good faith any such comments of Buyer.
(b) Any estimated Working Capital Deficit or estimated Working Capital Excess, as applicable, included in the Closing Date Estimate shall be determined from the books and records of the Business and calculated in a manner consistent with the illustrative calculation of Net Working Capital set forth in Exhibit B, using the same accounting methods, policies, practices, procedures, employing consistent classifications, judgments and estimation methodologies set forth in the Agreed Accounting Principles, including in respect of format and reflecting the same line items and same categorical adjustments as are reflected in Exhibit B, and, if reasonably requested by Buyer, Seller Parent shall provide Buyer with documentation and data as may be reasonably appropriate to support the calculations set forth therein.
(c) Subject to fulfillment or waiver (where permissible) of the conditions set forth in ARTICLE IX, at the Closing, Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds to the bank account or accounts specified by Seller Parent in accordance with Section 4.2(a), (i) to Seller Parent an amount equal to the outstanding principal and accrued and unpaid interest under the Intercompany Loans as of the Closing Date and (ii) to the Company an amount equal to the Estimated Purchase Price, less the amount paid to Seller Parent pursuant to the foregoing clause (i).
Payment on the Closing Date. Section 4.2 of the Purchase Agreement shall be deleted in its entirety and the following shall be substituted in lieu thereof:
Payment on the Closing Date. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article IX, at the Closing Buyer shall pay (a) Sellers an amount equal to the Closing Purchase Price, minus (i) the Working Capital Escrow Amount, (ii) the Shares Escrow Amount, and (iii) the amount of the Cryovac Assignment Fee, by write transfer of immediately available funds to the bank account or accounts specified by Sellers, (b) the Escrow Agent, an amount equal to the Escrow Amounts by wire transfer of immediately available funds to the bank account specified by the Escrow Agent, to be held in escrow pursuant to Section 3.4, and (c) Cryovac, Inc., an amount equal to the Cryovac Assignment Fee, as payment of such fee, by wire transfer of immediately available funds, to the bank account specified by Cryovac, Inc. Without in any way limiting Buyer's obligation to pay the Tax Escrow Amount to Sellers in accordance with Section 8.2(a)(v) hereof, the parties agree that Buyer will deduct the amount of any withholding Taxes required as a result of the sale of the Newco Brazil Shares (the "Brazil Withholding Tax Liability") from the Shares Escrow Amount and that Buyer will remit the Brazil Withholding Tax Liability to the appropriate Governmental Body in Brazil."
Payment on the Closing Date. Subject to fulfillment or waiver of the conditions set forth in Article 7, at the Closing, Buyer shall, in full satisfaction of payment of the Purchase Price (subject to subsequent final adjustment pursuant to Section 2.5), pay (a) to ROC an amount equal to the Closing Payment by wire transfer of immediately available funds to such bank account as ROC shall specify by written notice to Buyer delivered three (3) days before the Closing Date, and (b) to the Escrow Agent an amount equal to the Indemnity Escrow Amount, by wire transfer of immediately available funds to an account specified in writing by the Escrow Agent not later than three (3) Business Days prior to the Closing Date.
Payment on the Closing Date. Subject to fulfillment or waiver of the conditions set forth in Article IX, at Closing Buyer shall:
(a) pay to Seller by wire transfer of immediately available funds in U.S. Dollars to a bank account specified by Seller:
(i) an amount equal to the Estimated Settled Municipal Bond Purchase Price minus the Adjustment Escrow Amount and;
(ii) $12,000,000, plus the amounts payable by Buyer pursuant to Sections 7.10, 7.11 and 7.12, minus any reduction for non-transferring Employees pursuant to Section 9.7; and
(b) pay to the Escrow Agent by wire transfer of immediately available funds in U.S. Dollars to a bank account specified by the Escrow Agent the Adjustment Escrow Amount to be held in the Adjustment Escrow Account; and
(c) pay to the Escrow Agent by wire transfer of immediately available funds in U.S. Dollars to a bank account specified by the Escrow Agent the Estimated Unsettled Municipal Bond Purchase Price to be held in the Settlement Escrow Account. Seller shall notify Buyer of Seller’s wire transfer account information in writing at least two (2) Business Days prior to the Closing.
