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Payments at the Closing Sample Clauses

Payments at the Closing. (a) Each of the purchase price to be paid by Athene Iowa for the Athene Iowa Assets (the “Athene Iowa Consideration Amount”) and the purchase price to be paid by Athene Delaware for the Athene Delaware Assets (the “Athene Delaware Consideration Amount” and, together with the Athene Iowa Consideration Amount, the “Closing Consideration Amount”) shall be calculated based on the value of such Assets as of the Pricing Date in accordance with the methodology set forth on Schedule 1 attached hereto. Seller shall, upon the reasonable written request of the Buyer Representative and subject to the terms and conditions of the Merger Agreement, exercise Seller’s right pursuant to Schedule C of the Merger Agreement to request that AMTG challenge the pricing methodologies used in determining the Company Book Value pursuant to the Merger Agreement. (b) Within five (5) Business Days following the Pricing Date Seller shall prepare and deliver to the Buyer Representative its initial calculations of the Athene Iowa Consideration Amount and the Athene Delaware Consideration Amount. At least three (3) Business Days prior to the Closing Date, Seller shall deliver to the Buyer Representative a written notice setting forth the calculation of the Athene Iowa Consideration Amount and the Athene Delaware Consideration Amount, in each case, less any amount thereof attributable to a Nonassignable Asset (the “Closing Date Calculation Notice”). (c) At the Closing, (i) subject to Section 2.6, Athene Iowa shall pay to Seller in consideration for all of the Athene Iowa Assets (other than any Nonassignable Asset) an amount in cash equal to the Athene Iowa Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset as set forth in the Closing Date Calculation Notice, by wire transfer of immediately available funds to an account or accounts designated by Seller no fewer than three (3) Business Days prior to the Closing Date, (ii) subject to Section 2.6, Athene Delaware shall pay to Seller in consideration for all of the Athene Delaware Assets (other than any Nonassignable Asset) an amount in cash equal to the Athene Delaware Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset as set forth in the Closing Date Calculation Notice, by wire transfer of immediately available funds to an account or accounts designated by Seller no fewer than three (3) Business Days prior to the Closing Date, and (iii) Seller shall deliver the Ass...
Payments at the ClosingAt the Closing, Buyer shall make (or cause one or more of its Affiliates to make) the following payments, in each case by wire transfer of immediately available funds to the account(s) designated to Buyer in writing by Seller Representative on behalf each Seller and each other payee prior to the Closing Date: (a) to the holders of Closing Date Debt set forth in the Closing Estimates (which amount shall also contain the wire instructions for each such Person), the payoff amounts, as specified in each Payoff Letter, except for any Closing Date Debt that the Purchaser agrees may remain outstanding; provided that such amount of any Closing Date Debt so continued shall be deducted in determining the Closing Payment; (b) to the holders of Closing Date Company Expenses set forth in the Closing Estimates (which such schedule shall also contain wire instructions for each such Person); (c) an amount to each Seller of such Seller’s pro rata portion (the aggregate amount of all such payments, the “Closing Payment”), which shall be paid by wire transfer of immediately available funds into an account or accounts designed by the Seller Representative on the Closing Date of: (i) the Closing Cash Payment; minus; (ii) the PP Holdback; plus (iii) the Closing Date Cash; minus (iv) the Closing Date Debt; minus (v) the Closing Date Company Expenses; plus (vi) the amount, if any, by which the Closing Net Working Capital exceeds the Target Net Working Capital; minus; (vii) the amount, if any, by which the Closing Net Working Capital is less than the Target Net Working Capital. (d) Upon delivery of the payments by Buyer in accordance with this Section 2.2, Bxxxx’s obligations to pay the Closing Payment shall be deemed satisfied and discharged to the extent of such payment.
Payments at the Closing. Subject to the terms of this Agreement, promptly after the Effective Time: (i) Buyer or the Surviving Corporation shall pay (or cause to be paid) the Estimated Indebtedness set forth in the Estimated Statement by wire transfer of immediately available funds to each of the applicable lenders for which a payoff letter is received pursuant to Section 2.3(i); (ii) Buyer or the Surviving Corporation shall pay (or cause to be paid) the Estimated Transaction Expenses set forth in the Estimated Statement by wire transfer of immediately available funds to each of the applicable vendors for which a final invoice is received at least two Business Days prior to the Closing Date; (iii) Buyer or the Surviving Corporation shall deposit (or cause to be deposited) the Adjustment Escrow Amount and the General Escrow Amount, by wire transfer of immediately available funds, into escrow pursuant to the terms of the Escrow Agreement; (iv) Buyer or the Surviving Corporation shall deposit (or cause to be deposited) the Representative Reserve, by wire transfer of immediately available funds, in accordance with Section 9.1(c); and (v) Buyer shall deposit (or cause to be deposited), in each case, based on the Initial Merger Consideration and as set forth in the Payout Spreadsheet: (A) funds with the Paying Agent in an amount sufficient for the Paying Agent to pay, as and when contemplated by Section 1.12 below (and only upon receipt by the Company, the Paying Agent and Buyer, as applicable, of the deliveries contemplated in such section), to each holder of Company Stock (other than the Dissenting Shares or Cancelled Shares) an amount in cash equal to the product of (1) the number of (x) shares of Company Common Stock held by such holder immediately prior to the Effective Time plus (y) shares of Company Common Stock that the shares of Company Preferred Stock held by such holder immediately prior to the Effective Time are convertible into (which, in each case, for the avoidance of doubt, shall exclude any Dissenting Shares or Cancelled Shares) multiplied by (2) the Per-Share Merger Consideration (calculated as of the Closing Date, i.e. with Additional Merger Consideration and Earn-Out each deemed to be zero), as set forth on the Payout Spreadsheet, in each case by wire transfer of immediately available funds or by electronic check (ACH), as applicable, to the account designated by such holder in such holder’s letter of transmittal in the form of Exhibit D (each a “Letter of Transmitta...
Payments at the ClosingAt the Closing, the Buyer shall pay to the Seller, by wire transfer into an account or accounts designated in writing by X. Xxxxx, that portion of the Purchase Price (the "Initial Payment") which is equal to the Estimated Purchase Price minus Six Million Dollars ($6,000,000), and shall pay Six Million Dollars ($6,000,000) (the "Escrow Payment") into escrow in accordance with Section 3.8.
Payments at the Closing. On or prior to the Closing Date, Acquiror shall have made the payments contemplated by Section 1.4(a)(vi) [and 1.4(a)(x)].
Payments at the ClosingBuyer will deliver the Purchase Price at the Closing as follows:
Payments at the Closing. (a) At the Closing, the Company shall use a portion of the Available Cash Amount to repay or cause to be repaid Indebtedness of Tempo and its Subsidiaries such that the indebtedness for borrowed money of Tempo and its Subsidiaries as of immediately following the Closing shall not exceed the Target Debt Amount. No later than three (3) Business Days prior to the Closing, Tempo shall deliver to FTAC a statement setting forth the amount(s) of any indebtedness to be paid at the Closing in accordance with this Section 4.02(a), together with customary payoff statements with respect to such repayment. (b) At the Closing, the Company shall use a portion of the Available Cash Amount to pay, or cause to be paid, the FTAC Transaction Expenses and Tempo Transaction Expenses in the amounts and in accordance with the wire transfer instructions set forth in the reports to be delivered pursuant to Section 4.03.
Payments at the ClosingIn accordance with Section 1.01 of the Purchase Agreement, Buyer shall deliver the Estimated Aggregate Closing Consideration to an account designated by the Seller Representative.
Payments at the ClosingAt the Closing, the Seller shall pay -------------------------------------------------------------- the liability owed to Fidelity Transfer in the amount of $1,231.19 and the ------------------------ ------- liability owed to Callahan Johnson and Associatxx xx xxe xxxxxx of $5,075.00 out -------------------------------------------------------------------------------- of the cash payment to be made at the Closing. -------------------------------------------------------
Payments at the ClosingAt the Closing, Buyers will deliver to Sellers the sum of $200,000 by wire transfer to accounts specified by the Sellers.