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 Closing. At 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. At the Closing, the Buyer or the Transitory Subsidiary shall make, or cause to be made, the following payments (in an amount, in the aggregate, equal to the Base Merger Consideration), by wire transfer of immediately available funds:
(a) first, an amount equal to the Company Indebtedness shall be paid to the holders thereof immediately prior to the Effective Time;
(b) second, the amounts of any unpaid Company Transaction Expenses shall be paid to the payees thereof;
(c) third, the amounts of (i) Eight Million Dollars ($8,000,000) (the “Escrow Amount”) shall be deposited into the Escrow Account to be held by the Escrow Agent in accordance with Section 1.11 of this Agreement and the Escrow Agreement; and (ii) Five Hundred Thousand Dollars ($500,000) (the “Aurora Escrow Amount”) shall be deposited into the Aurora Escrow Account to be held in accordance with Section 1.11 of this Agreement and the Aurora Escrow Agreement;
(d) fourth, the amount of Two Hundred Thousand Dollars ($200,000) (the “Representative Fund”) shall be paid to an account established by the Representative to be held in accordance with Section 1.12(f) hereof (the amount of the Base Merger Consideration less the payments described in Sections 1.5(a), (b), (c) and (d) is referred to as the “Closing Merger Consideration”); and
(e) fifth, the Closing Merger Consideration (other than the aggregate Option Consideration) shall be deposited with the Paying Agent, and shall be distributed by the Paying Agent to the Company Stockholders in accordance with Sections 1.6(b) and 1.9 hereof, and the aggregate Option Consideration shall be deposited with the Company and shall be distributed by the Company (net of required withholding Taxes) to the Option Holders in accordance with Section 1.9. In addition, at the Closing, the Buyer or the Transitory Subsidiary shall pay, or cause to be paid, the amount of Six Million Dollars ($6,000,000) to Tecan Group AG (“Tecan”) under the terms of the Tecan Settlement Agreement, by wire transfer of immediately available funds as set forth in the Tecan Settlement Agreement.
Payments at the Closing. At 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)(v) through (x).
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 Closing. In 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 Closing. At the Closing Purchaser and Seller shall deliver irrevocable instructions to the Escrow Agent to deliver to Seller all of the cash in the escrow (up to the Base Purchase Price) and, if the amount of cash in the Escrow is less than the Base Purchase Price, the Shareholder Agreement. In addition, Purchaser shall deliver the number of Shares then called for under the Shareholder Agreement, if any, at the Closing. Purchaser shall deliver the other amounts due and owing in cash at the Closing by wire transfer of immediately available funds. Inventory payments shall be determined in accordance with the provisions of Section 6. At the Closing, Purchaser shall be entitled to a credit, not to exceed $5 million, against the Purchase Price in an amount equal to (A) 50 percent of the difference between the interest earned by Purchaser on the funds in the Escrow and the interest paid by Purchaser with respect thereto, and (B) 50 percent of the transaction fees incurred by Purchaser in obtaining the funds in the Escrow (other than the transaction fees incurred by Purchaser in respect to $600 million of debt that Purchaser issues in a public offering or in a private offering designed to allow resales under Rule 144A, or if an irrevocable letter of credit is used in lieu of issuing such $600 million of debt, the issuance fees for the letter of credit, which issuance fees shall be for the account of Purchaser).
Payments at the Closing. At the Closing, Buyers will deliver to Sellers the sum of $200,000 by wire transfer to accounts specified by the Sellers.
