Payments at Closing. Upon the terms and subject to the conditions set forth in this Agreement, Parent will deliver or cause to be delivered on the Closing Date and at the Closing:
3.4.1. to the lenders (or the applicable agents therefor), by wire transfer of immediately available funds to the bank accounts designated by the Company in the Closing Statement (or bank accounts designated in any applicable payoff letters with respect to such Debt), an amount necessary to repay, on behalf of the Company, in full the outstanding amount of Debt of the Company and certain of the Company Subsidiaries pursuant to the Term Credit Agreement and Revolving Credit Agreement;
3.4.2. to the Escrow Agent, by wire transfer of immediately available funds to a bank account that has been designated in writing by the Escrow Agent at least one Business Day prior to the Closing Date, the Adjustment Escrow Amount, to be held by the Escrow Agent under the Escrow Agreement pursuant to the terms and conditions thereof;
3.4.3. to the Persons to whom such amounts are payable, by wire transfer of immediately available funds to bank accounts that have been designated in writing by the Company to Parent at least one Business Day prior to the Closing Date (or bank accounts designated in any applicable invoices with respect thereto), the amounts necessary to pay all Transaction Expenses not paid prior to the Closing Date (provided that the amount of any transaction bonus or similar payments to any employees of the Company or any Company Subsidiary shall be paid to an account of the Company designated in writing by the Company to Parent at least one Business Day prior to the Closing Date and paid to the applicable employees, in each case, subject to Section 3.9; through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as practicable thereafter);
3.4.4. to the Representative, by wire transfer of immediately available funds to an account of the Representative designated by the Representative to Parent at least one Business Day prior to the Closing Date, an amount specified by the Representative to Parent as the initial funding of the Representative Expense Fund;
3.4.5. to Blocker Seller, by wire transfer of immediately available funds to a bank account of Blocker Seller that has been designated in writing to Parent by Blocker Seller at least one Business Day prior to the Closing Date, the amounts payable to Blocker Seller at the Closing under Sections 2.1(a) and 2.1(b) and, in ...
Payments at Closing. At the Closing:
(a) Company shall pay, through its payroll system, (i) all Company Severance Expenses that are unpaid as of the Closing (the “Closing Company Severance Expenses), (ii) all Parent Severance Expenses that are known and unpaid as of the Closing (the “Closing Parent Severance Expenses”) and (iii) all change in control payments to any current or former employee, consultant or contractor of Company that are unpaid as of the Closing that do not constitute Closing Company Severance Expenses or Closing Parent Severance Expenses (the “Closing Company CIC Payments”), in each case, as specified in the Closing Allocation Schedule;
(b) Parent shall, on behalf of Company, pay to such account or accounts as Company specifies in the Closing Statement the aggregate amount of all Estimated Third Party Expenses as of the Closing by wire transfer of immediately available funds;
(c) Parent shall, on behalf of Company, pay to the applicable creditors, by wire transfer of immediately available funds, the amount of Indebtedness of Company set forth in the Payoff Letters with respect to such lender delivered by Company in accordance with Section 7.2(e);
(d) Parent shall deliver to the Escrow Agent, by wire transfer of immediately available funds, an amount equal to the Escrow Amount;
(e) Parent shall pay to the Stockholder Representative Fund, by wire transfer of immediately available funds, an amount equal to the Stockholder Representative Fund Amount; and
(f) Parent shall pay to (i) the Depository Agent by wire transfer of immediately available funds, an amount equal to the Initial Merger Consideration (less the applicable portion of the Initial Merger Consideration constituting Employee Option Consideration) to pay the amounts contemplated by Section 1.6 hereof; and (ii) Company by wire transfer of immediately funds the applicable portion of the Initial Merger Consideration constituting Employee Option Consideration pursuant to Section 1.6, which shall be distributed to the Company Option Holders through the Surviving Corporation’s payroll system on a special payroll run on the Closing Date.
Payments at Closing. At the Closing, in consideration of the sale, transfer, conveyance and assignment of the Purchased Assets to Purchaser, Purchaser will pay in cash to Seller (i) $10,000,000, less (ii) any Closing Adjustments (the “Adjusted Purchase Price”). The Adjusted Purchase Price will be made by wire transfers of same day funds to the following accounts.
(a) $1,000,000 (“Escrow Amount”) to the account of Xxxxx Fargo Bank, National Association (the “Escrow Account” and “Escrow Agent,”respectively) pursuant to an Escrow Agreement to be entered into by and among Purchaser, Seller and the Escrow Agent, such agreement to be in the form of Exhibit H attached hereto (the “Escrow Agreement”), such Escrow Amount to be held in escrow for purposes of satisfying any post-Closing adjustments to the Purchase Price pursuant to Section 3.4 and indemnification obligations that Seller may have to Purchaser pursuant to Section 9. The Escrow Amount shall be held in such escrow account and Purchaser shall cause such amount to be paid to Seller, together will all interest accrued thereon (net of any amounts disbursed to Purchaser in respect of any post-Closing adjustments to the Purchase Price or indemnification obligations under Section 9), on the six (6) month anniversary of the Closing Date. To the extent that any portion of the Escrow Amount is subject to any claims of Purchaser pursuant to Section 9 and the terms of the Escrow Agreement (the portion of the Escrow Amount subject to such claims, the “Disputed Amount”), such Disputed Amount (or a portion of such Disputed Amount) shall remain in the Escrow Account until such time as: (i) Seller and Purchaser execute a joint written instruction to the Escrow Agent instructing the Escrow Agent to disburse all or any portion of such Disputed Amount or (ii) the Escrow Agent shall receive a final, non-appealable order authorizing the release of all or any portion of such Disputed Amount. For the avoidance of doubt, any conflict between this clause (a) and the Escrow Agreement, the Escrow Agreement shall control;
(b) $3,051,904 to an account designated by The CW Network, LLC as a Cure Cost pursuant to the CW Agreements;
(c) $368,000 to an account designated by Toei Animation as a Cure Cost pursuant to the DBZ Agreement; and
(d) an amount equal to any Cure Cost for the assumption and assignment of any Transferred Agreement, which shall be paid to the applicable counterparty to each such Transferred Agreement; and
(e) the remainder of the Adjuste...
Payments at Closing. (a) At least two (2) business days before the Closing, the Company shall prepare and deliver to Purchaser the Payment Schedule and a statement (the “Estimated Closing Statement”), setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), a calculation of Estimated Closing Working Capital, the Company’s good faith estimate of Closing Date Cash (the “Estimated Closing Date Cash”), the Company’s good faith estimate of Closing Date Indebtedness (the “Estimated Closing Date Indebtedness Amount”) and the Company’s good faith estimate of unpaid Transaction Expenses (the “Estimated Closing Date Transaction Expenses”). The Company shall, and shall cause its Representatives to, cooperate and assist Purchaser and its Representatives in their review of the Estimated Closing Statement, including providing on a timely basis all information reasonably requested in connection with such review and provide information sufficient to allow Purchaser to confirm that the amounts set forth in the Pay-Off Letters are reflective of the corresponding amounts included in the Estimated Closing Statement.
(b) Each of the Estimated Closing Statement and Merger Consideration Adjustment Statement shall be prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the audited Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end and as set forth on Exhibit G (collectively, the “Accounting Methodologies”). The Estimated Closing Statement shall describe in reasonable detail the nature of such determination, including the basis for the specific items involved and the dollar amounts thereof.
(c) At the Closing, Purchaser or Merger Sub shall pay, or cause to be paid:
(i) to the Stockholders’ Representative or its designee, for the benefit of the Stockholders, by wire transfer of immediately available funds, the Estimated Merger Consideration less an amount equal to $500,000 (the “Merger Consideration Adjustment Escrow Amount”); provided, that the Stockholders’ Representative or its designee shall promptly deliver to each Stockholder who has complied with Section 1.16 prior to the Closing, the portion of the Estimated Merger Consideration attributable to the Common ...
Payments at Closing. (a) At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent a written statement (the "Pre-Closing Statement") setting forth the following information: (i) for each Stockholder, such Stockholder's name, address, email address, bank account information and wire instructions for delivery of such Stockholder's share of the Closing Cash Payment and any other amounts to be paid to such Stockholder pursuant to this Agreement, and account number for the account at the Transfer Agent into which such Stockholder's share of the Parent Stock is to be transferred; (ii) the number of shares of Company Stock held by each such Stockholder immediately prior to the Effective Time and the amount of cash and number of shares of Parent Stock to be received by such Stockholder after giving effect to any election made by the Stockholders pursuant to Section 3.1(b), including a reasonably detailed calculation of such amounts and number of shares (or a formula therefor (including a sample calculation) that enables such calculation upon determination of the per share price of Parent Stock); (iii) an estimate of Closing Cash as of immediately prior to the Effective Time; (iv) an estimate of Closing Indebtedness as of immediately prior to the Effective Time; (v) an estimate of Closing Net Working Capital as of immediately prior to the Effective Time; (vi) an estimate of the Working Capital Adjustment as of immediately prior to the Effective Time; (vii) a calculation of the Closing Cash Payment, showing each component thereof, calculated using such estimated amounts; (viii) a list of all Company Expenses payable in connection with the Closing, including the recipients of such Company Expenses, the amounts to be paid to each such recipient (before any applicable Tax withholding), and, to the extent available, wire transfer instructions or a mailing address for payment to be made; and (ix) a list, including amounts, payees and wire instructions, of all Indebtedness of the Company to be repaid at Closing in accordance with the Payoff Letters.
(b) Subject to the terms and conditions of this Agreement, at the Closing, Parent shall:
(i) Pay to each Stockholder, by wire transfer of immediately available funds to the account designated for such Stockholder in the Pre-Closing Statement, either (A) if such Stockholder has not made an election under Section 3.1(b) that affects the amount of cash to be received by such Stockholder in the Merger, the Per Shar...
Payments at Closing. (a) On or prior to the third Business Day prior to the Closing Date, Sellers’ Representative shall deliver to Buyer a statement prepared by the Sellers’ Representative in good faith (the “Estimated Statement”) calculating and setting forth estimates of the following amounts, in each case as of the most recent fiscal month end of the Companies prior to the Closing Date for which financial statements of the Companies have been prepared by the Companies in the Ordinary Course of Business:
(a) the estimated Working Capital (the “Estimated Working Capital”), (b) the estimated Net Indebtedness (the “Estimated Net Indebtedness”), (c) the estimated Swap Termination Costs (the “Estimated Swap Termination Costs”), (d) the estimated Unfunded Liability (the “Estimated Unfunded Liability”), and (e) the estimated Change in Control Payment (the “Estimated Change in Control Payment”). The Estimated Statement shall be accompanied by a worksheet setting forth in reasonable detail how the amounts included therein were calculated.
(b) The amount in cash specified in Section 2.2 shall be adjusted as follows (such amount, as so adjusted, the “Estimated Purchase Price”):
(i) (x) increased, if the Estimated Working Capital minus the Target Working Capital is a positive number, on a dollar-for-dollar basis by the amount equal to the Estimated Working Capital minus the Target Working Capital or (y) decreased, if the Estimated Working Capital minus the Target Working Capital is a negative number, on a dollar-for-dollar basis by the amount equal to the Target Working Capital minus the Estimated Working Capital;
(ii) (x) increased, if the Estimated Net Indebtedness is a negative number, on a dollar-for-dollar basis by the amount equal to the absolute value of the Estimated Net Indebtedness or (y) decreased, if the Estimated Net Indebtedness is a positive number, on a dollar-for-dollar basis by the amount equal to the Estimated Net Indebtedness;
(iii) decreased, if the Estimated Swap Termination Costs exceed the Swap Termination Costs Threshold, on a dollar-for-dollar basis by such excess amount (such amount, if any, the “Interim Swap Termination Costs Adjustment”);
(iv) decreased, if the Estimated Unfunded Liability exceeds the Unfunded Liability Threshold by a dollar amount equal to the product of (x) 0.65 multiplied by (y) such excess amount (such amount, if any, the “Interim Unfunded Liability Adjustment”); and Table of Contents
(v) decreased, if the Estimated Change in Control Pay...
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 the terms and conditions herein set forth, at the Closing:
(a) Buyer shall pay to the applicable obligees thereof, on behalf of the Company and Seller and for their account, the amount of all Indebtedness upon the Closing and the Seller Transaction Expenses set forth in the certificate delivered pursuant to Section 6.2(e) which such amounts become due and payable, an estimate of which is set forth on Schedule 1.3(a) hereto;
(b) Buyer shall deposit an amount equal to $3,360,000 (the “Escrow Amount”) with Xxxxx Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), and such funds plus all income accrued thereon (the “Escrow Funds”) shall be maintained by Escrow Agent to secure Seller’s obligations under this Agreement and shall be administered and payable in accordance with an escrow agreement by and among Seller, Buyer and the Escrow Agent (the “Escrow Agreement”); and
(c) Buyer shall pay to Seller an aggregate amount equal to (i) the Base Amount, minus (ii) the amount of all Indebtedness and Seller Transaction Expenses set forth in the certificate delivered pursuant to Section 6.2(e), minus (iii) the Escrow Amount, minus (iv) the amount by which the Deferred Revenue of the Company is greater than $150,000, plus (v) the amount by which the Deferred Revenue of the Company is less than $150,000, plus or minus, as the case may be, (vi) an adjustment amount as determined in accordance with Section 1.4(b). Such payment shall be made by wire transfer of immediately available funds to the account designated in writing by Seller.
Payments at Closing. (i) At the Closing, Purchaser shall make the following payments: (A) One Million Dollars ($1,000,000) shall be paid by wire transfer of immediately available funds to an escrow account (the “Escrow Account”) to be established by Purchaser with SunTrust Bank (the “Escrow Agent”), to be held by the Escrow Agent pursuant to the terms of an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”); (B) two-sevenths (2/7ths) of the Purchaser Common Shares shall be delivered to the Escrow Account; (C) all fees and expenses of counsel, financial advisors, investment bankers, brokers, finders, accountants and consultants to Sellers and Company incurred in connection with the transactions hereunder shall be paid to the extent not paid by the Sellers or the Company prior to Closing (D) all principal, interest and other amounts owed to Company by any Seller or any director, officer, employee, trustee or beneficiary of Company as set forth on Schedule 3.24(a); and (E) the Net Indebtedness Payment as described in Section 2.2(d). The cash portion of the Closing Date Purchase Price minus the payments described in paragraphs (A), (C), (D) and (E) of this Section 2.2(c) is herein referred to as the “Closing Date Cash Payment.” The Purchaser Common Shares minus the payment described in paragraphs (B) of this Section 2.2(c) is herein referred to as the “Closing Date Shares Payment“ and the Closing Date Cash Payment plus the Closing Date Shares Payment is herein referred to as the “Closing Payment.” It is the understanding of the parties hereto that the cash and Purchaser Common Shares being transferred into the Escrow Account shall in accordance with the terms and conditions of the Escrow Agreement be held in the Escrow Account for twenty four (24) months from the Closing.
(ii) At the Closing, Purchaser shall pay the Closing Payment as follows: (A) the pro rata share of the Closing Date Cash Payment applicable to each Seller (as set forth on Schedule 2.2) shall be paid by wire transfer of immediately available funds to each Seller to an account designated by him (such account to be designated at least two (2) business days prior to the Closing Date); and (B) stock certificates representing the pro rata share applicable to each Seller of the Closing Date Shares Payment shall be issued and delivered to each Seller in accordance with Schedule 2.2.
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.
