Common use of Payments at Closing Clause in Contracts

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. On the terms and conditions herein set forth, at (i) At the Closing, Purchaser shall make the following payments out of the Initial Purchase Price: (aA) Buyer The Initial Escrow Amount shall pay be paid by wire transfer of immediately available funds 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 escrow account (the “Escrow AmountAccount”) to be established by Purchaser with Xxxxx Fargo Bank, National Association, as escrow agent SunTrust Bank (the “Escrow Agent”), and such funds plus all income accrued thereon (to be held by the “Escrow Funds”) shall be maintained by Escrow Agent pursuant to secure Seller’s obligations under this Agreement and shall be administered and payable in accordance with the terms of an escrow agreement by and among Seller, Buyer and in the Escrow Agent form attached hereto as Exhibit A (the “Escrow Agreement”)) in accordance with the terms of such Escrow Agreement for pending indemnity claims; (B) The payments owed in accordance with Non-Competition Agreements shall be paid in accordance with Section 5.1; (C) Any amounts which the Stockholder Representative is permitted to pay or retain pursuant to Section 26 hereof shall be paid as directed in writing by the Stockholder Representative; (D) All fees and expenses of counsel, financial advisors, investment bankers, brokers, finders, accountants and consultants to Stockholders and Company incurred in connection with the transactions hereunder (the “Transaction Costs”) shall be paid as described in Section 2.5(c) to the extent not paid by the Stockholders or the Company prior to Closing; and (cE) Buyer The Net Indebtedness Payment shall pay be paid as described in Section 2.5(b). The portion of the Initial Purchase Price minus the payments described in paragraphs (A), (B), (C), (D), and (E) of this Section 2.5(a)(i) is herein referred to Seller an aggregate amount equal to (i) as the Base Amount, minus “Closing Payment.” (ii) At the amount Closing, Purchaser shall pay the Closing Payment to the Disbursement Agent, for the benefit of all Indebtedness and Seller Transaction Expenses the Stockholders in the manner set forth in Section 2.8 and Section 2.9 hereof. Purchaser shall also pay 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 amounts owed in accordance with Section 1.4(b). Such payment shall be made by wire transfer of immediately available funds the Non-Competition Agreements to the account designated Disbursement Agent, for the benefit of the applicable Stockholders in writing by Sellerthe manner set forth in Section 2.8 and Section 2.9 hereof.

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 Parties and for their account, the amount of all Indebtedness upon (provided that in the Closing case of any customer deposits and the deferred revenue, such amounts shall be retained by Buyer) and Seller Transaction Expenses set forth in on a schedule to be delivered by Seller to Buyer not less than 2 days prior to 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) heretoClosing Date (the “Seller Obligation Schedule”); (b) Buyer shall deposit an amount equal to $3,360,000 11,891,250 (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 FundsFund”) shall be maintained by Escrow Agent to secure Seller’s Seller Parties’ 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 on the Closing Date an aggregate amount equal to (i) the Base Amount, minus (ii) the amount of all Indebtedness and Seller Transaction Expenses set forth in on the certificate delivered pursuant to Section 6.2(e)Seller Obligation Schedule, 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, (viiv) an adjustment amount as determined in accordance with Section 1.4(b2.5(a). Such payment shall be made paid by wire transfer of immediately available funds to the account or accounts designated in writing by SellerSeller not less than 2 days prior to the Closing Date.

Payments at Closing. On the terms and conditions herein set forth, at At the Closing, Buyer shall make the following payments (in an amount, in the aggregate, equal to the Purchase Price) by wire transfer of immediately available funds: (ai) Buyer shall pay to the applicable obligees thereoffirst, on behalf of the Company and Seller and for their accountAcquired Companies to the respective holders of Indebtedness, if any, outstanding as of the Closing, the amount of all Indebtedness upon the Closing and the Seller Transaction Expenses set forth amounts specified in the certificate payoff letters delivered by the Company to Buyer 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) hereto2.3(b)(iii); (bii) Buyer shall deposit an amount equal second, to $3,360,000 (the “Escrow Amount”) with Xxxxx Fargo Bank, National Association, as escrow agent Fifth Third Bank (the “Escrow Agent”), and such funds plus an amount equal to $28,000,000 (together with all income accrued thereon (earnings thereon, the “Escrow FundsFund”) shall ), to be maintained by held and disbursed pursuant to the terms of the Escrow Agent to secure Seller’s obligations under this Agreement and shall be administered and payable this Agreement; (iii) third, on behalf of the Acquired Companies, to such payees of the Company Expenses as directed in accordance with an escrow agreement writing by and among Seller, Buyer and the Escrow Agent (the “Escrow Agreement”Company pursuant to Section 2.3(b)(ii); and (civ) fourth, to the Company, an amount equal to the Sale Bonus Payment (and Buyer shall cause the Company to pay such amount to Ms. Grey, less withholdings required by Law), if applicable; and (v) Buyer shall pay issue to Seller an aggregate amount equal to (i) each of the Base Amount, minus (ii) the amount of all Indebtedness and Seller Transaction Expenses set forth Sellers a one-day promissory note in the certificate delivered pursuant to Section 6.2(eform and substance of the promissory note annexed hereto as Exhibit D (each a “Note” and collectively, the “Notes”), minus (iii) the Escrow Amountwhich shall become due and payable, 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 this Section 1.4(b2.4(a)(v), on the Business Day immediately following the Closing Date. Such payment The aggregate principal amount of the Note issued to each Seller shall be made by wire transfer of immediately available funds equal to the account designated in writing by Pro Rata Portion of the Purchase Price to be paid to such Seller.

Payments at Closing. On Subject to the terms and conditions herein set forthforth herein, 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 Payoff Indebtedness upon the Closing and the Seller Transaction Expenses set forth in on 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) heretoEstimated Closing Schedule; (b) Buyer shall deposit an amount equal to $3,360,000 10,000,000 (the “Adjustment Escrow Amount”) and an amount equal to $13,000,000 (the “Indemnity Escrow Amount”, and together with Xxxxx Fargo Bankthe Adjustment Escrow Amount, National Associationthe “Escrow Amounts”) with Acquiom Clearinghouse LLC, as escrow agent (the “Escrow Agent”), and such funds plus all income accrued thereon (respectively, the “Adjustment Escrow Fund” and the “Indemnity Escrow Fund”, and, collectively, 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 in the form attached hereto as Exhibit F (the “Escrow Agreement”); ;] and (c) Buyer shall pay to Seller an aggregate amount equal to (i) the Base Estimated Closing 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)Amounts. Such payment amount shall be made paid by wire transfer of immediately available funds to the account or accounts designated in writing by SellerSeller not less than two (2) days prior to the Closing Date.