Common use of Payments at the Closing Clause in Contracts

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. (a) The aggregate merger consideration to be paid by Parent (or its designee) in respect of the Merger (the “Merger Consideration”) will be calculated as follows: $79,946,500 (the “Cash Payment”) plus the Issued Parent Common Stock. The Merger Consideration shall be subject to adjustment in accordance with Section 2.4. (b) At the Closing, Buyer shall make Parent (or its designee) shall: (i) pay or cause one or more of its Affiliates to makebe paid to Seller the Cash Payment plus the amount (if any) by which the following paymentsEstimated Company Net Working Capital exceeds the Company Net Working Capital Target, in each case minus the amount (if any) by which the Estimated Company Net Working Capital is less than the Company Net Working Capital Target, minus $23,655,856 (the “Company Estimated Closing Debt Amount”) minus $3,169,323 (the “Estimated Closing Company Transaction Expenses”), by wire transfer of immediately available funds to the account(s) an account designated to Buyer in writing by Seller Representative on behalf each Seller and each other payee prior to the Closing Date:; (aii) deliver or cause to be delivered 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)Funded Indebtedness, 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 funds, such cash amounts as are necessary to discharge in full the Seller Representative on Funded Indebtedness pursuant to the Closing Date of: (i) the Closing Cash Payment; minusPayoff Letters; (ii) the PP Holdback; plus (iii) pay or cause to be paid the Company Transaction Expenses that are due and payable at Closing Date Cash; minusor immediately following Closing, by wire transfer of immediately available funds, pursuant to the Transaction Expense Invoices (other than any such Company Transaction Expenses that are subject to withholding, which shall be paid through the Company’s payroll promptly following the Closing, and any Employer Taxes); (iv) deliver 453,310 shares of the Closing Date DebtIssued Parent Common Stock (with appropriate restrictive legends) to the Company’s transfer agent (the “Transfer Agent”) to be held in escrow pending release in accordance with Section 2.4(e) (the “Escrowed Stock”); minusand (v) issue and deliver the Closing Date Company Expenses; plus (vi) Issued Parent Common Stock less 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 CapitalEscrowed Stock to Seller. (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, Buyer shall make (pay, or cause one or more of its Affiliates to make) be paid, the following payments, in each case amounts 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 case as 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 ofFunds Flow Memorandum: (i) to the Closing Cash Payment; minuspayees specified in the Payoff Letters, or under any promissory note, the amount of Company Indebtedness required to be paid pursuant to such Payoff Letters or promissory notes (collectively, the “Payoff Amount”) to the account or accounts designated in the Payoff Letters or by the promissory note holder; (ii) to each Person owed Company Transaction Expenses, an amount in cash set forth opposite such Person’s name in the PP Holdback; plusEstimated Closing Date Statement to the account or accounts designated by such Person therein, and in the case of payments to be made under the 2021 Management Incentive Plan, to the Company, for the distribution by the Company, to each individual entitled to such payments through Company payroll; (iii) to the Closing Date CashEscrow Agent, (A) an amount in cash equal to the Adjustment Escrow Amount to the Adjustment Escrow Account and (B) an amount in cash equal to the Indemnity Escrow Amount to the Indemnity Escrow Account, in each case, designated by the Escrow Agent pursuant to the Escrow Agreement; minusand (iv) to Seller or any other Person designated by Seller, an amount in cash equal to (A) the Estimated Purchase Price, minus (B) the Adjustment Escrow Amount, minus (C) the Indemnity Escrow Amount (the resulting amount, the “Net Closing Purchase Price”), to the account or accounts designated by Seller in the Estimated 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 CapitalStatement. (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, 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) The purchase price 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 Buyer for the Equity Securities of immediately available funds into an account or accounts designed by the Seller Representative on the Closing Date of: Company shall be equal to (i) the Closing Cash Payment; minus; One Hundred Fifty Million Dollars ($150,000,000), plus (ii) the PP Holdback; plus amount of Closing Cash, plus (iii) in the event Closing Date Cash; minus Net Working Capital exceeds Base Net Working Capital by more than Two Hundred Fifty Thousand Dollars (iv) the Closing Date Debt; minus (v) the Closing Date Company Expenses; plus (vi) $250,000), the amount, if any, by which the Closing Date Net Working Capital exceeds the Target Base Net Working Capital; minus; , plus (viiiv) the Uncollected Second Invoice Amount, less (v) in the event Base Net Working Capital exceeds Closing Date Net Working Capital by more than Two Hundred Fifty Thousand Dollars ($250,000), the amount, if any, by which the Closing Base Net Working Capital is less than the Target exceeds Closing Date Net Working Capital, less (vi) the Collected First Invoice Amount, less (vii) the amount of Closing Indebtedness, less (viii) the amount of Company Transaction Expenses (as may be adjusted pursuant to Section 2.5, the “Closing Consideration Amount”). (db) Upon delivery Not fewer than three (3) Business Days prior to the Closing Date, the Company shall have delivered to Buyer: (i) a written statement setting forth its good faith estimate of the payments Closing Consideration Amount (the “Estimated Closing Consideration Amount”), including its good faith estimate of (i) Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”), (ii) Closing Cash (“Estimated Closing Cash”), (iii) Closing Indebtedness (the “Estimated Closing Indebtedness”) and (iv) Company Transaction Expenses (“Estimated Company Transaction Expenses”), based upon the most recent ascertainable financial information of the Company, which estimates shall be accompanied by Buyer such schedules and data as may be appropriate to support such estimates. Such estimate is referred to as the “Closing Date Statement”; and (ii) an allocation schedule (the “Allocation Schedule”), which shall set forth a detailed breakdown of all amounts payable at the Closing pursuant to Section 2.4(c) (and in accordance with the terms of this Agreement), including the specific amounts payable to, or for the benefit of, as applicable, each recipient of amounts pursuant to Section 2.22.4(c), Bxxxx’s obligations along with wiring instructions for each such recipient. (c) At the Closing, Buyer shall, or shall cause the Company to: (i) deposit Five Million Dollars ($5,000,000) (together with any and all interest and/or earnings thereon, the “Indemnity Escrow Amount”) with the Escrow Agent, with such funds to pay be held by the Escrow Agent in a segregated escrow account (the “Indemnity Escrow Account”) to be designated and administered by the Escrow Agent pursuant to an escrow agreement substantially in the form of Exhibit C (the “Escrow Agreement”); (ii) deposit Five Hundred Thousand Dollars ($500,000) (together with any and all interest and/or earnings thereon, the “Adjustment Escrow Amount”) with the Escrow Agent, with such funds to be held by the Escrow Agent in a segregated escrow account (the “Adjustment Escrow Account” and together with the Indemnity Escrow Account, the “Escrow Account”) to be designated and administered by the Escrow Agent pursuant to the Escrow Agreement. (iii) pay, in cash by wire transfer of immediately available funds, that Indebtedness of the Company as of the Closing Payment Date identified on the Closing Date Statement as payable immediately upon the Closing, to the respective accounts designated by each Person to whom such Indebtedness is owed as set forth in the Allocation Schedule; (iv) pay, in cash by wire transfer of immediately available funds, those Company Transaction Expenses identified on the Closing Date Statement as payable immediately upon the Closing, to the respective accounts designated by each Person to whom such Company Transaction Expenses are owed as set forth in the Allocation Schedule; (v) pay, in cash by wire transfer of immediately available funds, the Closing Option Consideration to Altisource Solutions, Inc. for payment through the Company’s payroll procedures to the Option holders in accordance with the Allocation Schedule; (vi) pay, in cash by wire transfer of immediately available funds, to Altisource Solutions, Inc. for remittance to the applicable Taxing Authority on behalf of the Company the aggregate amount of any required withholding Tax in respect of accrued interest paid to holders of Bridge Notes upon conversion of the Bridge Notes, which amount shall be deemed satisfied and discharged withheld from the payments due under Section 2.4(c)(vii) to such holders to the extent of (and in proportion to) the respective amount of the withholding obligation that was incurred in respect of each such paymentholder, as set forth in the Allocation Schedule (which withheld amount, for avoidance of doubt, shall be deemed to have been paid to the applicable holder under Section 2.4(c)(vii)); and (vii) pay to each Shareholder in consideration for each share of Common Stock and Preferred Stock an amount equal to the Estimated Per Share Closing Amount, in cash by wire transfer of immediately available funds, to the accounts set forth in the Allocation Schedule.