Common use of Payments at Closing Clause in Contracts

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. (ia) At No later than five (5) Business Days prior to the date scheduled for the Closing, Purchaser Seller shall make the following payments: (A) One Million Dollars ($1,000,000) shall be paid by wire transfer of immediately available funds prepare and deliver to an escrow account (the “Escrow Account”) to be established by Purchaser with SunTrust Bank (the “Escrow Agent”)Buyer a written report, to be held by the Escrow Agent pursuant to the terms of an escrow agreement substantially in the form attached of Exhibit 2.4 (a) hereto as Exhibit A (the “Escrow Agreement”"Preliminary Closing Statement"); (B, setting forth Seller's estimates of Working Capital, Closing Equivalent Subscribers, the Capital Expenditure Adjustment and the debt adjustment calculated pursuant to Section 2.3(c), and the Cash Consideration, as adjusted pursuant to Section 2.3. The Preliminary Closing Statement shall be prepared by Seller in good faith and shall be certified by Seller to be its good faith estimate of Working Capital, Closing Equivalent Subscribers, the Capital Expenditure Adjustment and the debt adjustment calculated pursuant to Section 2.3(c) two-sevenths (2/7ths) as of the Purchaser Common Shares date thereof, and the Cash Consideration, as so adjusted, pursuant to Section 2.3. Seller shall make available to Buyer such information as Buyer shall reasonably request relating to the matters set forth in the Preliminary Closing Statement. The parties shall negotiate in good faith to resolve any dispute and to reach an agreement on the amount of the Cash Consideration, as adjusted pursuant to Section 2.3, for purposes of the Closing (which amount shall be delivered subject to final determination as provided in Section 2.5). Notwithstanding the Escrow Account; (C) all fees and expenses of counselforegoing, 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 that the parties do not paid reach an agreement on the amount of the Cash Consideration, as adjusted pursuant to Section 2.3, by the Sellers or Closing, the Company prior Closing Cash Payment shall be calculated from the Preliminary Closing Statement. (b) At Closing, Buyer shall pay 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 amount of the Closing Date Purchase Price minus the payments described in paragraphs (ACash Consideration adjusted pursuant to Sections 2.3(a), (Cb), (Dc) and (E) of d), as determined pursuant to this Section 2.2(c) is herein referred to as 2.4 (such amount, 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. At Closing, the Estimated Aggregate Merger Consideration payable by Buyer shall be paid and distributed as follows (ifor the avoidance of doubt, in no event shall Buyer at Closing be required to pay to or on behalf of the Security Holders in exchange for the Company Equity Interests an amount greater than the Estimated Aggregate Merger Consideration Amount): (a) At the Closing, Purchaser Buyer shall make pay (or cause to be paid) to the following payments: (A) One Million Dollars ($1,000,000) shall be paid Paying Agent for distribution to the Stockholders in accordance with Section 3.3 and the Allocation Schedule, a cash amount, by wire transfer of immediately available funds to an escrow account designated by the Paying Agent at least two (2) Business Days prior to the Closing, equal to the aggregate Closing Per Share Amount payable to the Stockholders pursuant to Sections 3.1(b)(iv) and 3.1(b)(v). (b) At the Closing, Buyer shall pay (or cause to be paid) to the Company, a cash amount, by wire transfer of immediately available funds to an account designated by the Company in writing at least two (2) Business Days prior to the Closing, equal to the aggregate Closing Option Consideration payable in respect of all Vested Company Options pursuant to Section 3.1(b)(vi), for distribution to the Company Option Holders through the Company’s payroll system as specified in the Allocation Schedule. The amount paid to the Company Option Holders pursuant to this Section shall be net of applicable withholdings pursuant to Section 3.3(f). (c) At the Closing, Buyer shall pay (or cause to be paid) to the Paying Agent for distribution to the Company Warrant Holder, a cash amount, by wire transfer of immediately available funds to an account designated by the Paying Agent at least two (2) Business Days prior to the Closing, equal to the aggregate Closing Warrant Consideration payable in respect of all Warrant Shares pursuant to Section 3.1(b)(vii) as specified in the Allocation Schedule. (d) At the Closing, Buyer shall deposit (or cause to be deposited) with the Seller Representative, by wire transfer of immediately available funds to an account designated by the Seller Representative in writing at least two (2) Business Days prior to the Closing, the Reserve Amount. The Reserve Amount shall be used for the purposes set forth in Section 6.5(e). To the extent any amount becomes payable out of the Reserve Account to the Security Holders pursuant to Section 6.5(e) (such amount the “Escrow AccountRemaining Reserve Amount”), the Seller Representative shall pay (or cause to be paid): (i) to be established by Purchaser the Paying Agent, an aggregate amount equal to the portion of the Remaining Reserve Amount payable to Stockholders pursuant to Section 3.1(b)(iv) and Section 3.1(b)(v), for distribution to such Stockholders in accordance with SunTrust Bank Section 3.3, (ii) to the Surviving Corporation, an amount equal to the portion of the Remaining Reserve Amount payable to Company Option Holders, for distribution to the Company Option Holders pursuant to Section 3.1(b)(vi) through the Surviving Corporation’s payroll system and (iii) to the Paying Agent, an aggregate amount equal to the portion of the Remaining Reserve Amount payable to the Company Warrant Holder pursuant to Section 3.1(b)(vii), for distribution to such Company Warrant Holder in accordance with Section 3.3. (e) At the Closing, Buyer shall deposit the Escrow Amount with Regions Bank, N.A. (the “Escrow Agent”), to be held by in the account specified in the Escrow Agent pursuant to Agreement (the “Escrow Account”). The Escrow Funds shall be governed by the terms of an escrow agreement to be entered into by and among Buyer, the Seller Representative and the Escrow Agent, such escrow agreement to be substantially in the form attached hereto as Exhibit A E (the “Escrow Agreement”); (B) two-sevenths (2/7ths) of . Buyer and the Purchaser Common Shares Seller Representative shall be delivered to the cause any 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 Funds that are not 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 Buyer in accordance with the terms and conditions of this Agreement (such Escrow Funds, the “Remaining Escrow Funds”) to be distributed: (i) to the Paying Agent, in an amount equal to the portion of the Remaining Escrow Agreement be held Funds payable to the Stockholders pursuant to Section 3.1(b)(iv) and Section 3.1(b)(v), for distribution to such Stockholders in accordance with Section 3.3, (ii) to the Surviving Corporation, in an amount equal to the portion of the Remaining Escrow Account Funds payable to Company Option Holders, for twenty four distribution to the Company Option Holders pursuant to Section 3.1(b)(vi) through the Surviving Corporation’s payroll system. and (24iii) months from to the ClosingPaying Agent, an aggregate amount equal to the portion of the Remaining Escrow Funds payable to the Company Warrant Holder pursuant to Section 3.1(b)(vii), for distribution to such Company Warrant Holder in accordance with Section 3.3. (iif) At the Closing, Purchaser shall Buyer will pay the Closing Payment as follows: (Aor cause to be paid) the pro rata share on behalf of the Closing Date Cash Payment applicable to each Company, the Estimated Seller (as set forth on Schedule 2.2) shall be paid Transaction Expenses by wire transfer of immediately available funds to each the payees, in the amounts, and to the accounts set forth in the Allocation Schedule; provided, however, that, for the avoidance of doubt, any Estimated Seller Transaction Expenses payable to an account designated by him employees of the Company and the related employer portion of the Taxes shall be deposited with the Surviving Corporation and paid through the payroll system of the Surviving Corporation on the first normal payroll date of the Surviving Corporation following such deposit, net of any applicable withholdings. (such account g) At the Closing, Buyer shall pay (or cause to be designated at least two (2paid) business days prior to the Closing Date); and (B) stock certificates representing the pro rata share applicable to each Seller on behalf of the Closing Date Shares Payment shall be issued and delivered to each Seller Company, all amounts set forth in the Debt Payoff Letters in accordance with Schedule 2.2the related wire transfer instructions set forth therein.