Common use of Payments at Closing Clause in Contracts

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 Estimated Closing Consideration Amount by wire transfer of immediately available funds to an account or accounts designated by the Sellers no fewer than two (2) Business Days prior to the Closing Date; (ii) deliver or cause to be delivered, on behalf of each applicable Conveyed Entity the amount payable to each counterparty or holder of Indebtedness identified on Section 2.2(d)(ii) of the Seller Disclosure Schedule (the “Payoff Indebtedness”) in order to fully discharge such Payoff Indebtedness and terminate all applicable obligations and liabilities of the Conveyed Entities related thereto, as specified in the Debt Payoff Letters and in accordance with this Agreement; and (iii) deliver or cause to be delivered on behalf of the Conveyed Entities the amount payable to each Person who is owed a portion of the Estimated Conveyed Entity Transaction Expenses as specified in the Transaction Expenses Payoff Instructions and in accordance with this Agreement. (e) From and after 11:59 P.M. on the date immediately prior to the Closing Date until immediately following the Closing, the Conveyed Entities shall not, and the Sellers’ shall not permit the Conveyed Entities to, pay any Conveyed Entity Transaction Expenses, pay any Taxes, pay any dividends or distributions, or pay or repay any Indebtedness, or write any check, issue any electronic payment or write or issue any draft. Section 2.3

Payments at Closing. (a) The purchase price Helicon shall arrange for CableData, Inc., to be paid by Buyer for the Conveyed Entity Equity Interests shall be Four Hundred and Fifty Five Million Dollars ($455,000,000) complete a print-out of Subscriber data (the “Base Consideration Amount”"Closing Subscriber Data") as of a date on or about fifteen (as may be adjusted pursuant to this Section 2.2 and Section 2.3, the “Closing Consideration Amount”). (b15) Not fewer than three (3) Business Days days prior to the date scheduled for the Closing, a copy of which print-out will be promptly provided by Helicon to Charter. No later than ten (10) days prior to the Sellers date scheduled for the Closing, Helicon shall prepare and deliver to Buyer a written report (ithe "Preliminary Closing Statement") a statement setting forth their Helicon's estimates of Closing Net Liabilities, Closing Equivalent Subscribers, and the Cash Consideration (including the portion thereof payable to each Partner) determined in accordance with Sections 2.3, 2.4 and this Section 2.5. The Preliminary Closing Statement shall be prepared by Helicon in good faith in accordance with GAAP and shall be certified by Helicon to be its good faith estimate of the Closing Date IndebtednessNet Liabilities, Closing Date CashEquivalent Subscribers and Cash Consideration as of the date thereof. Helicon shall make available to Buyer such information as Buyer shall reasonably request relating to the matters set forth in the Preliminary Closing Statement. Buyer shall notify Helicon in writing in the event Buyer disputes any amount set forth on the Preliminary Closing Statement. Buyer and Helicon shall, in good faith, use all reasonable efforts to resolve any dispute with respect to any amount set forth on the Preliminary Closing Date Net Working Capital and Conveyed Entity Transaction Expenses Statement prior to the date scheduled for the Closing. At Closing, in addition to the payment of the THGLP Note Purchase Price to Baum, Xxyer shall pay (such statementa) unless the Sellers shall have elected to deliver the Letters of Credit, as delivered to Buyerthe Escrow Agent the amount of the Indemnity Fund, is referred to as be held by the “Closing Date Statement”)Escrow Agent in escrow on behalf of Sellers in accordance with the terms of the Indemnity Agreement, and (iib) reasonable supporting information and documentation used by to the Sellers in Partners (allocated to them as they shall have agreed pursuant to Section 2.3), the preparation of each component portion of the Closing Date Statement. The Closing Date Statement shall be prepared on a basis consistent with the methodsCash Consideration, 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 adjusted on the basis of the Preliminary Closing Date Statement (as adjusted by Helicon and Buyer prior to Closing) less 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 aggregate amount, if any, by which Closing Date Net Working Capital as shown on paid to 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 Escrow Agent under clause (iii)a), with the sum of the amounts paid by Buyer under clauses (a) and (ivb) 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 being referred to as the “"Estimated Closing Consideration AmountCash Consideration".” (d) At the Closing, Buyer shall, in consideration for the purchase of the Conveyed Entity Equity Interests: (i) pay to the Sellers the Estimated Closing Consideration Amount by wire transfer of immediately available funds to an account or accounts designated by the Sellers no fewer than two (2) Business Days prior to the Closing Date; (ii) deliver or cause to be delivered, on behalf of each applicable Conveyed Entity the amount payable to each counterparty or holder of Indebtedness identified on Section 2.2(d)(ii) of the Seller Disclosure Schedule (the “Payoff Indebtedness”) in order to fully discharge such Payoff Indebtedness and terminate all applicable obligations and liabilities of the Conveyed Entities related thereto, as specified in the Debt Payoff Letters and in accordance with this Agreement; and (iii) deliver or cause to be delivered on behalf of the Conveyed Entities the amount payable to each Person who is owed a portion of the Estimated Conveyed Entity Transaction Expenses as specified in the Transaction Expenses Payoff Instructions and in accordance with this Agreement. (e) From and after 11:59 P.M. on the date immediately prior to the Closing Date until immediately following the Closing, the Conveyed Entities shall not, and the Sellers’ shall not permit the Conveyed Entities to, pay any Conveyed Entity Transaction Expenses, pay any Taxes, pay any dividends or distributions, or pay or repay any Indebtedness, or write any check, issue any electronic payment or write or issue any draft. Section 2.3

Payments at Closing. No later than ten (a10) The purchase price days prior to be paid by Buyer the date scheduled for the Conveyed Entity Equity Interests Closing, Holdings shall be Four Hundred prepare and Fifty Five Million Dollars ($455,000,000) deliver to Buyer a written report (the “Base Consideration Amount”"Preliminary Closing Statement") (setting forth Holdings' estimates of Closing Net Liabilities and Closing Equivalent Subscribers, determined in accordance with Section 2.3, and the Cash Consideration, as may be adjusted pursuant to this Section 2.2 2.3 and Section 2.3, a list and description of the “principal methodologies and the principal accounting policies and practices used in the preparation thereof. The Preliminary Closing Consideration Amount”). (b) Not fewer than three (3) Business Days prior Statement shall be prepared by Holdings in good faith and shall be certified by Holdings to the Closing, the Sellers shall deliver to Buyer (i) a statement setting forth their be its good faith estimate of the Closing Date IndebtednessNet Liabilities and Closing Equivalent Subscribers as of the date thereof. Holdings shall make available to Buyer such information as Buyer shall reasonably request relating to the matters set forth in the Preliminary Closing Statement. If Buyer does not agree with the Closing Net Liabilities, 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 Equivalent Subscribers or Cash Consideration set forth in the preparation of each component of Preliminary Closing Statement, then on or prior to the Closing Date Statement. The Closing Date Statement shall be prepared on a basis consistent with third day prior to 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 date scheduled for the Closing, Buyer shallmay deliver to Holdings a written report (the "Preliminary Dispute Notice") setting forth in reasonable detail Buyer's good faith estimates (supported by substantial evidence) of any amount set forth in the Preliminary Closing Statement with which Buyer disagrees. In the case of any such estimated amount set forth in the Preliminary Dispute Notice, Holdings and Buyer shall endeavor in consideration for the purchase of the Conveyed Entity Equity Interests: (i) pay good faith to the Sellers the Estimated Closing Consideration Amount by wire transfer of immediately available funds to an account or accounts designated by the Sellers no fewer than two (2) Business Days agree prior to the Closing Date; (ii) deliver or cause on the appropriate amount of such estimates to be delivered, used in calculating the Closing Cash Payment (as defined below). If Holdings and Buyer do not agree on behalf of each applicable Conveyed Entity any such amounts by the amount payable to each counterparty or holder of Indebtedness identified on Section 2.2(d)(ii) of the Seller Disclosure Schedule (the “Payoff Indebtedness”) in order to fully discharge such Payoff Indebtedness and terminate all applicable obligations and liabilities of the Conveyed Entities related thereto, as specified in the Debt Payoff Letters and in accordance with this Agreement; and (iii) deliver or cause to be delivered on behalf of the Conveyed Entities the amount payable to each Person who is owed a portion of the Estimated Conveyed Entity Transaction Expenses as specified in the Transaction Expenses Payoff Instructions and in accordance with this Agreement. (e) From and after 11:59 P.M. on the date immediately business day prior to the Closing Date until immediately following date scheduled for the Closing, the Conveyed Entities shall notHoldings, and the Sellers’ shall not permit the Conveyed Entities toat its election, pay any Conveyed Entity Transaction Expenses, pay any Taxes, pay any dividends or distributions, or pay or repay any Indebtedness, or write any check, issue any electronic payment or write or issue any draft. Section 2.3may either:

Payments at Closing. No later than ten (a10) days prior to the date scheduled for the Closing, Holdings shall prepare and deliver to Buyer a written report (the "Preliminary Closing Statement") setting forth Holdings' estimates of Closing Net Liabilities and Closing Equivalent Subscribers, determined in accordance with Section 2.3, and the Cash Consideration, as adjusted pursuant to Section 2.3 and a list and description of the principal methodologies and the principal accounting policies and practices used in the preparation thereof. The purchase price Preliminary Closing Statement shall be prepared by Holdings in good faith and shall be certified by Holdings to be paid by its good faith estimate of the Closing Net Liabilities and Closing Equivalent Subscribers as of the date thereof. Holdings shall make available to Buyer such information as Buyer shall reasonably request relating to the matters set forth in the Preliminary Closing Statement. If Buyer does not agree with the Closing Net Liabilities, Closing Equivalent Subscribers or Cash Consideration set forth in the Preliminary Closing Statement, then on or prior to the third day prior to the date scheduled for the Conveyed Entity Equity Interests shall be Four Hundred and Fifty Five Million Dollars ($455,000,000) Closing, Buyer may deliver to Holdings a written report (the “Base Consideration Amount”"Preliminary Dispute Notice") setting forth in reasonable detail Buyer's good faith estimates (supported by substantial evidence) of any amount set forth in the Preliminary Closing Statement with which Buyer disagrees. In the case of any such estimated amount set forth in the Preliminary Dispute Notice, Holdings and Buyer shall endeavor in good faith to agree prior to the Closing on the appropriate amount of such estimates to be used in calculating the Closing Cash Payment (as defined below). If Holdings and Buyer do not agree on any such amounts by the business day prior to the date scheduled for the Closing, Holdings, at its election, may either: binding on the parties for purposes of the estimates to be adjusted made at Closing; provided, however, that in no event shall such resolution result in (i) amounts less than the amounts therefor (in the case of liabilities) or greater than the amounts therefor (in the case of assets) set forth in the Preliminary Closing Statement or (ii) amounts greater than the amounts therefor (in the case of liabilities) or less than the amounts therefor (in the case of assets) set forth in the Preliminary Dispute Notice. The costs and expenses of the Referee and its services rendered 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 2.4 shall be prepared on a basis consistent with the methods, policies, practices, procedures, assumptions, conventions borne one-half by Buyer and adjustments set forth on Annex B. (c) The Base Consideration Amount shall be (i) decreased one-half 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 Estimated Closing Consideration Amount by wire transfer of immediately available funds to an account or accounts designated by the Sellers no fewer than two (2) Business Days prior to the Closing DateHoldings; (ii) deliver or cause to be delivered, on behalf of each applicable Conveyed Entity the amount payable to each counterparty or holder of Indebtedness identified on Section 2.2(d)(ii) of the Seller Disclosure Schedule (the “Payoff Indebtedness”) in order to fully discharge such Payoff Indebtedness and terminate all applicable obligations and liabilities of the Conveyed Entities related thereto, as specified in the Debt Payoff Letters and in accordance with this Agreement; and (iii) deliver or cause to be delivered on behalf of the Conveyed Entities the amount payable to each Person who is owed a portion of the Estimated Conveyed Entity Transaction Expenses as specified in the Transaction Expenses Payoff Instructions and in accordance with this Agreement. (e) From and after 11:59 P.M. on the date immediately prior to the Closing Date until immediately following the Closing, the Conveyed Entities shall not, and the Sellers’ shall not permit the Conveyed Entities to, pay any Conveyed Entity Transaction Expenses, pay any Taxes, pay any dividends or distributions, or pay or repay any Indebtedness, or write any check, issue any electronic payment or write or issue any draft. Section 2.3or

Payments at Closing. (a) The purchase price Helicon shall arrange for CableData, Inc., to be paid by Buyer for the Conveyed Entity Equity Interests shall be Four Hundred and Fifty Five Million Dollars ($455,000,000) complete a print-out of Subscriber data (the “Base Consideration Amount”"CLOSING SUBSCRIBER DATA") as of a date on or about fifteen (as may be adjusted pursuant to this Section 2.2 and Section 2.3, the “Closing Consideration Amount”). (b15) Not fewer than three (3) Business Days days prior to the date scheduled for the Closing, a copy of which print-out will be promptly provided by Helicon to Charter. No later than ten (10) days prior to the Sellers date scheduled for the Closing, Helicon shall prepare and deliver to Buyer a written report (ithe "PRELIMINARY CLOSING STATEMENT") a statement setting forth their Helicon's estimates of Closing Net Liabilities, Closing Equivalent Subscribers, and the Cash Consideration (including the portion thereof payable to each Partner) determined in accordance with Sections 2.3, 2.4 and this Section 2.5. The Preliminary Closing Statement shall be prepared by Helicon in good faith in accordance with GAAP and shall be certified by Helicon to be its good faith estimate of the Closing Date IndebtednessNet Liabilities, Closing Date CashEquivalent Subscribers and Cash Consideration as of the date thereof. Helicon shall make available to Buyer such information as Buyer shall reasonably request relating to the matters set forth in the Preliminary Closing Statement. Buyer shall notify Helicon in writing in the event Buyer disputes any amount set forth on the Preliminary Closing Statement. Buyer and Helicon shall, in good faith, use all reasonable efforts to resolve any dispute with respect to any amount set forth on the Preliminary Closing Date Net Working Capital and Conveyed Entity Transaction Expenses Statement prior to the date scheduled for the Closing. At Closing, in addition to the payment of the THGLP Note Purchase Price to Xxxx, Buyer shall pay (such statementa) unless the Sellers shall have elected to deliver the Letters of Credit, as delivered to Buyerthe Escrow Agent the amount of the Indemnity Fund, is referred to as be held by the “Closing Date Statement”)Escrow Agent in escrow on behalf of Sellers in accordance with the terms of the Indemnity Agreement, and (iib) reasonable supporting information and documentation used by to the Sellers in Partners (allocated to them as they shall have agreed pursuant to Section 2.3), the preparation of each component portion of the Closing Date Statement. The Closing Date Statement shall be prepared on a basis consistent with the methodsCash Consideration, 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 adjusted on the basis of the Preliminary Closing Date Statement (as adjusted by Helicon and Buyer prior to Closing) less 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 aggregate amount, if any, by which Closing Date Net Working Capital as shown on paid to 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 Escrow Agent under clause (iii)a), with the sum of the amounts paid by Buyer under clauses (a) and (ivb) 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 being referred to as the “Estimated Closing Consideration Amount"ESTIMATED CASH CONSIDERATION".” (d) At the Closing, Buyer shall, in consideration for the purchase of the Conveyed Entity Equity Interests: (i) pay to the Sellers the Estimated Closing Consideration Amount by wire transfer of immediately available funds to an account or accounts designated by the Sellers no fewer than two (2) Business Days prior to the Closing Date; (ii) deliver or cause to be delivered, on behalf of each applicable Conveyed Entity the amount payable to each counterparty or holder of Indebtedness identified on Section 2.2(d)(ii) of the Seller Disclosure Schedule (the “Payoff Indebtedness”) in order to fully discharge such Payoff Indebtedness and terminate all applicable obligations and liabilities of the Conveyed Entities related thereto, as specified in the Debt Payoff Letters and in accordance with this Agreement; and (iii) deliver or cause to be delivered on behalf of the Conveyed Entities the amount payable to each Person who is owed a portion of the Estimated Conveyed Entity Transaction Expenses as specified in the Transaction Expenses Payoff Instructions and in accordance with this Agreement. (e) From and after 11:59 P.M. on the date immediately prior to the Closing Date until immediately following the Closing, the Conveyed Entities shall not, and the Sellers’ shall not permit the Conveyed Entities to, pay any Conveyed Entity Transaction Expenses, pay any Taxes, pay any dividends or distributions, or pay or repay any Indebtedness, or write any check, issue any electronic payment or write or issue any draft. Section 2.3