Payments at Closing. At the Closing, Buyer shall:
Payments at Closing. At the Closing:
Payments at Closing. At the Closing, Buyer will make (or cause to be made) the following payments:
Payments at Closing. At the Closing, Parent shall make, or cause to be made, the following payments, by wire transfer of immediately available funds:
Payments at Closing. Subject to the terms and conditions set forth herein, at the Closing:
Payments at Closing. At the Closing, Parent shall make, or cause to be made, payments as follows:
Payments at Closing. On the Closing Date, Borrowers paid an installment of interest in an amount equal to Stub Interest as provided in Section 2.1.2.
Payments at Closing. On or before the Closing Date, the Company shall pay and discharge all outstanding liabilities (collectively, “Company Liabilities”). Such payments shall be made utilizing cash on hand on the Closing Date and the Purchase Price. Giving effect to these payments, it is the parties’ intent that the Company shall, on the Closing Date and as of the Closing, have no liabilities and no assets.
Payments at Closing. At the Closing, the Buyer shall make or cause to be made the following payments (in an amount, in the aggregate, equal to the Estimated Cash Purchase Price shown on the Estimated Cash Purchase Price Certificate) by wire transfer of immediately available funds:
Payments at Closing. (a) The purchase price to be paid by Buyer for the Conveyed Entity Equity Interests shall be Four Hundred and Fifty Five Million Dollars ($455,000,000) (the “Base Consideration Amount”) (as may be adjusted pursuant to this Section 2.2 and Section 2.3, the “Closing Consideration Amount”). (b) Not fewer than three (3) Business Days prior to the Closing, the Sellers shall deliver to Buyer (i) a statement setting forth their good faith estimate of Closing Date Indebtedness, Closing Date Cash, Closing Date Net Working Capital and Conveyed Entity Transaction Expenses (such statement, as delivered to Buyer, is referred to as the “Closing Date Statement”), and (ii) reasonable supporting information and documentation used by the Sellers in the preparation of each component of the Closing Date Statement. The Closing Date Statement shall be prepared on a basis consistent with the methods, policies, practices, procedures, assumptions, conventions and adjustments set forth on Annex B. (c) The Base Consideration Amount shall be (i) decreased by the amount of Closing Date Indebtedness as shown on the Closing Date Statement (the “Estimated Closing Date Indebtedness”), (ii) increased by the amount of Closing Date Cash as shown on the Closing Date Statement (the “Estimated Closing Date Cash”), (iii) increased by the amount, if any, by which Closing Date Net Working Capital as shown on the Closing Date Statement (the 17 “Estimated Closing Date Net Working Capital”) is greater than the High-End Base Net Working Capital, or decreased by the amount, if any, by which the Estimated Closing Date Net Working Capital is less than the Low-End Base Net Working Capital (it being agreed and understood that if the Estimated Close Date Net Working Capital is either greater than the Low-End Base Net Working Capital but equal to or less than the High-End Base Net Working Capital, or less than the High-End Base Net Working Capital but equal to or greater than the Low-End Base Net Working Capital, there shall be no adjustment pursuant to this clause (iii)), and (iv) decreased by the amount of Conveyed Entity Transaction Expenses as shown on the Closing Date Statement (the “Estimated Conveyed Entity Transaction Expenses”). The Base Consideration Amount, as so adjusted by this Section 2.2(c), is referred to as the “Estimated Closing Consideration Amount.” (d) At the Closing, Buyer shall, in consideration for the purchase of the Conveyed Entity Equity Interests: (i) pay to the Sellers the Estima...
