Payments on Closing. (a) No later than five (5) business days prior to the Closing Date, FSI and Metron shall agree on an estimate of the aggregate Purchase Price (the “Estimated Purchase Price”) equal to (i) the Premium, (ii) an estimate of the Inventory and Equipment Payments (based on the most recent Products and Spare Parts Inventory Listing and the Demonstration Equipment Listing delivered by Metron in accordance with Sections 3.1(b) and 3.1(c) and subject to application of the limitations on FSI inventory repurchase obligations in Section 3.3), (iii) an estimate of any value added taxes assessable on the Product Inventory, Spare Parts Inventory and Demonstration Equipment, to the extent required by law, (iv) an estimate of the Transferred Employee Tools and Equipment Purchase Price, (v) an estimate of the System Start-Up Compensation (based on the most recent System Start-Up Listing delivered by Metron in accordance with Section 4.2(b) and the parties’ good faith estimate of Closing Date System Start-Ups and related percentage completion), (vi) an estimate of the Service/Applications Support Compensation (based on the most recent Service/Applications Support Contract Listing delivered by Metron in accordance with Section 4.4(b)), and (vii) an estimate of the Warranty Compensation (based on the most recent Warranty Listing delivered by Metron in accordance with Section 4.5(c)). Each such Listing, and each such estimate, shall be separately identified for each Metron Selling Affiliate listed in Exhibit A.
(b) On the Closing Date, if the amount of the Estimated Purchase Price is greater than the amount of the Cash Advance, FSI shall for itself and on behalf of the FSI Purchasing Affiliates (i) pay to Metron, which shall take receipt for itself and on behalf of the Metron Selling Affiliates, an amount (the “FSI Closing Date Payment”) in United States Dollars equal to the Estimated Purchase Price less the amount of the Cash Advance and less the FSI Holdback Amount and (ii) shall forgive all amounts outstanding under the Note in respect of the Cash Advance. For purposes of this Agreement, the “FSI Holdback Amount” shall be an amount equal to the lesser of (x) U.S. $750,000 and (y) the difference between the Estimated Purchase Price and the amount of the Cash Advance. Subject to obtaining the required ratification or approval by the shareholders of Metron, a portion of the FSI Closing Date Payment in an amount equal to U.S. $2,750,000 (the “Metron Shares Value”) shall be made b...
Payments on Closing. (a) The Purchase Price (as adjusted by the Estimated Net Working Capital Adjustment Amount and the Estimated Mexican Net Debt) shall be paid by the Purchaser on the Closing Date by wire transfer of same day funds to an account or accounts and in such amounts as designated by the Sellers. The Purchaser shall cause the appropriate Mexican Subsidiaries to pay on the Closing Date the Estimated Mexican Net Debt by wire transfer of same day funds to an account or accounts of the applicable financial institutions and in such amounts as designated by Rhodia.
(b) For purposes of calculating all payments on Closing (including, without limitation, the Purchase Price, the Estimated Net Working Capital Adjustment Amount and the Estimated Mexican Net Debt) and all adjustments thereto in accordance with this Agreement (including in accordance with Section 2.08 of this Agreement), all amounts included in calculating such amounts denominated in a foreign currency shall be converted to their U.S. Equivalent.
Payments on Closing. (a) Not later than the fifth Business Day prior to the Closing Date, Parent and Sellers will deliver to Purchaser the Initial Statement of Net Settlement Liability, and a certification of the Principal Accounting Officer of Parent that the Initial Statement of Net Settlement Liability was prepared from and in accordance with the Books and Records of each Seller and in accordance with the Accounting Principles applied consistently with the application thereof in the preparation of the 1998 Statement of Net Settlement Liability, included in Schedule 4.04(a) except when calculation methods or amounts are specified in Part B of the Accounting Principles for the Initial Statement of Net Settlement Liability. The Initial Statement of Net Settlement Liability shall be calculated by Parent in accordance with the Accounting Principles.
(b) At the Closing, (i) in consideration for the entry by Purchaser into the Pre-Closing Indemnity Reinsurance Agreement, Sellers shall transfer to Purchaser cash equal to the amount by which (A) the amount set forth as "Total Liabilities" on the Initial Statement of Net Settlement Liability exceeds (B) the amount set forth as "Total Assets" on the Initial Statement of Net Settlement Liability, (ii) in consideration for the entry of Sellers into the Pre-Closing Indemnity Reinsurance Agreement, Purchaser shall pay to Sellers in cash an amount in the aggregate equal to $120 million and (iii) in consideration for the entry of TCC into the Option Agreement, Purchaser shall pay to TCC in cash an amount equal to $19.5 million. The amount of cash to be transferred pursuant to clause (i) of this Section 2.02(b) shall be subject to adjustment in accordance with Section 2.02(g). Cash shall be transferred by Sellers and Parent to Purchaser by wire transfer of immediately available funds in U.S. dollars pursuant to written wire transfer instructions delivered to Parent by Purchaser not less than three days prior to the Closing Date. Cash shall be transferred by Purchaser to Sellers and TCC by wire transfer of immediately available funds in U.S. dollars pursuant to written wire transfer instructions delivered to Purchaser by Parent on behalf of Sellers and TCC not less than three days prior to the Closing Date.
(c) Sellers shall prepare, in accordance with the Accounting Principles, a preliminary statement of net settlement liability for the Business as of the close of business on September 30, 1999 (the "Preliminary Statement of Net Settlement L...
Payments on Closing. At the Closing on the Closing Date, Buyer shall, in consideration for good and marketable title to the Company Shares, free and clear of all Liens, charges, encumbrances and restrictions of any kind (other than those imposed pursuant to the terms of this Agreement), issue Seventeen Million Shares of the restricted Buyer Common Stock to Sellers on a pro rata basis of their holdings of Company Stock. The exact breakdown on the 17,000,000 shares is attached as Schedule 3.4 to this Agreement.
Payments on Closing. On Closing, the Purchaser shall:
Payments on Closing. 18 2.03. Place and Date of Closing........................ 21 2.04. Transactions to be Effected at the Closing....... 21 2.05. Nonassignability of Assets....................... 22 2.06. Cessation of Writings; Renewal Rights, Etc....... 22 2.07. No Assumption of Liabilities by Purchaser........ 23
Payments on Closing. At the Closing on the Closing Date, Buyer shall:
(a) pay to Sellers, by wire transfer of immediately available U.S. funds to such account as shall be designated by Sellers to Buyer in writing at least 3 days prior to the Closing Date, an amount equal to the Cash Portion of Purchase Price, as adjusted in accordance with Section 2.4(a), less the amounts payable pursuant to Sections 2.2(b); and
(b) pay to the Holdback Escrow Agent, by wire transfer of immediately available U.S. funds, an amount equal to the Holdback Escrow Amount; and
(c) pay to holders of Indebtedness for Borrowed Money those amounts set forth in the Payoff Letters with respect to such Indebtedness for Borrowed Money; and
(d) pay to the holders of the Intercompany Debt those amounts set forth in the Payoff Letters with respect to such Intercompany Debt; and
(e) pay to the lessors of the Intercompany Rent those amounts set forth in the Payoff Letters with respect to such Intercompany Rent.
Payments on Closing. (a) On the Closing Date, Purchaser shall procure that the Company pays an aggregate amount of $33,735 to the individuals or entities, and in the amounts, set forth in Part I of Exhibit D, by wire transfer of immediately available funds, which shall satisfy the Closing Financial Debt;
(b) On the Closing Date, Purchaser shall pay an aggregate amount of $2,185,793 to the Sellers’ Lawyers Account by wire transfer of immediately available funds for the benefit of and distribution to the payees of the Closing Transactions Expenses of the amounts set forth in Part II of Exhibit D; and
(c) On the Closing Date, Purchaser shall pay to the Company:
(i) an amount equal to the total amount of the Change of Control Payments, which shall be paid by the Company or a Company Subsidiary promptly after the Closing, as part of the Company’s or Company Subsidiaries’ normal payroll process, subject to deductions or withholdings as required by law; and
(ii) an amount of $35,771 in discharge of the aggregate subscription amounts payable by each Agilus Ventures IV Limited Partnership, Agilus Ventures Principals IV Limited Partnership, General Catalyst Group Group III, L.P. and G.C. Entrepreneurs Fund III, L.P. in respect of the exercise by such shareholders of options and warrants over 6,600,000 Series D Preference Shares of €0.0025 each in the capital of the Company immediately prior to Closing.
Payments on Closing. 7.3.1 On Closing, subject to Clause 7.3.2, the Purchaser shall pay amounts in cash to the Sellers in accordance with the allocation in Clause 3.1.1 which together are equal to the Purchase Price.
7.3.2 The Parties acknowledge that the Purchase Price has been determined after deducting from an enterprise value of the Group, amongst other things, the Net Intra Group Debt as at the Accounts Date as stated on the balance sheet included in the Locked Box Accounts of £951 million (the “Stated Amount”). Accordingly, if and to the extent it is determined by the Sellers that the actual Net Intra Group Debt as at the Accounts Date (the “Actual Amount”) differs from the Stated Amount then, if the Actual Amount is less than the Stated Amount, the Purchase Price shall be increased on a £ for £ basis by the amount of the difference and if the Actual Amount is greater than the Stated Amount, the Purchase Price shall be decreased on a £ for £ basis by the amount of the difference. For the avoidance of doubt, any such increase or decrease in the Purchase Price shall not affect the liability of any debtor or creditor in respect of any Net Intra-Group Debt.
Payments on Closing. On Closing, the Buyer shall pay the amounts referred to at Clause 3.1.1 and Clause 3.1.9 to the Sellers and the amount referred to at Clause 3.1.2 to the Escrow Account pursuant to the terms of the Escrow Agreement.
