Payments on the Closing Date. (a) In each case as set forth in the applicable Purchase Agreement, and without duplication, at the Closing, (i) Capital One shall pay Seller the Estimated Capital One Purchase Price (or, if and only if such amount is negative, Seller shall pay Capital One the absolute value of the Estimated Capital One Purchase Price) set forth in the Valuation Statement and (ii) Synovus shall pay Seller the Estimated Synovus Purchase Price set forth in the Valuation Statement (in each case as such statement may be revised pursuant to Section 3.3(b)). Payments to Seller on the Closing Date shall be made by a wire transfer of immediately available U.S. dollars to an account designated in writing by Seller. Seller shall provide Capital One and Synovus with, and, to the extent applicable, Capital One shall provide Seller with, wire instructions no later than two (2) Business Days prior to the Closing Date.
(b) As set forth in the applicable Purchase Agreement, and without duplication, at the Subsequent Closing, Capital One shall pay Synovus the Subsequent Closing Purchase Price set forth in the Valuation Statement as such statement may be revised pursuant to Section 3.3(b).
(c) In order to effect the payments to be made pursuant to Sections 3.4(a) and 3.4(b), the parties will net the required payments under such Sections, such that as a result of such netting Capital One will make the following two wire transfers: (i) to Seller an amount equal to (x) the Estimated Capital One Purchase Price set forth in the Valuation Statement plus (y) the Estimated Synovus Purchase Price set forth in the Valuation Statement; and (ii) to Synovus the Subsequent Closing Purchase Price set forth in the Valuation Statement minus the Estimated Synovus Purchase Price set forth in the Valuation Statement. By way of illustration only, the Sample Valuation Statement includes the payments that the parties would make giving effect to this Section 3.4(c) if the Closing Date was December 31, 2016.
Payments on the Closing Date. At the Closing, Purchaser shall pay Seller the Estimated Purchase Price set forth in the Valuation Statement (as such statement may be revised pursuant to Section 3.2(c)(a)). Payment to Seller on the Closing Date shall be made by a wire transfer of immediately available U.S. dollars to an account designated in writing by Seller. Seller shall provide Purchaser with wire instructions no later than two (2) Business Days prior to the Closing Date.
Payments on the Closing Date. At the Closing, Buyer shall pay:
(a) to Seller, an amount equal to the Closing Date Payment Amount by wire transfer of immediately available funds to the bank account(s) identified by Seller in writing on or before the Closing Date; provided, however, that Seller shall be entitled to direct Buyer to pay a portion of the Closing Date Payment Amount to any third Persons to satisfy the payment of the Adjustment Indebtedness and the Swap Termination Costs, in each case as set forth in any applicable Payoff Letters with respect to such Adjustment Indebtedness or Swap Termination Costs (provided that copies of such Payoff Letters shall be delivered to Buyer not less than 2 Business Days prior to Closing);
(b) to such account or accounts as Seller shall specify, an amount sufficient to pay in full the aggregate Estimated Transaction Costs, to the extent not paid prior to Closing or included in the calculation of Estimated Closing Date Working Capital; and
(c) to the Escrow Agent, the Escrow Fund by wire transfer of immediately available funds to the bank account(s) identified in the Escrow Agreement.
Payments on the Closing Date. (a) Not later than three (3) Business Days prior to the Closing Date, Seller shall deliver to Purchaser a written statement, reasonably satisfactory to Purchaser and signed by an officer of Seller (the “Closing Statement”):
(i) setting forth the Inventory Estimated Amount, together with reasonable supporting documentation regarding the determination and calculation of such amount;
(ii) setting forth the Accounts Receivable Estimated Amount;
(iii) itemizing each Pre-Paid Expense and the amount thereof, and setting forth the aggregate amount of Pre-Paid Expenses; and
(iv) setting forth the Cure Costs Adjustment, if any.
(b) Not later than three (3) Business Days prior to the Closing Date, Purchaser shall deliver to Seller a written statement, reasonably satisfactory to Seller (“Purchaser Statement”) setting forth the dollar amount of real and personal property Taxes allocated to Seller pursuant to Section 11.1(b).
(c) Should Purchaser object to any of the amounts or calculations in the Closing Statement, or should Seller object to any of the amounts or calculations in the Purchaser Statement, Purchaser and Seller shall cooperate in a diligent good faith manner to resolve such objections prior to the Closing, and the Closing Statement or Purchaser Statement, as applicable, shall be adjusted prior to the Closing to reflect any changes agreed to by the Purchaser and Seller prior to the Closing Date.
(d) At the Closing, Purchaser shall pay to Seller in cash by wire transfer of immediately available funds to the account of Seller set forth in the Closing Statement an amount equal to the Estimated Cash Consideration minus the Deposit (such amount to be paid to Seller, the “Closing Date Payment”).
Payments on the Closing Date. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article IX, at the Closing:
(a) Buyer shall pay to Sellers in accordance with Section 2.4(b) the Estimated Purchase Price, by wire transfer of immediately available funds to the bank account or accounts specified by Parent in writing at least two (2) Business Days prior to the Closing Date;
(b) Buyer shall (on behalf of the Acquired Company) repay in full the Closing Date Debt, to the extent set forth in any payoff letter(s) delivered by Parent pursuant to Section 3.4(b), by wire transfer of immediately available funds to the bank account or accounts specified by the holders of such Indebtedness in writing at least two (2) Business Days prior to the Closing Date; and
(c) Buyer shall pay, by wire transfer of immediately available funds to the bank account or accounts specified by Parent in writing at least two (2) Business Days prior to the Closing Date, an amount sufficient to pay in full each Closing Date Transaction Expense (or, at Parent’s discretion, Buyer shall pay to the Acquired Company such funds to pay such amounts).
Payments on the Closing Date. At the Closing, Buyer will pay, or cause to be paid:
(a) an amount equal to the Closing Payment in cash by wire transfer of immediately available funds to the account(s) and in the amounts designated in the final Preliminary Settlement Statement, which, together with the disbursement of the Deposit Amount to REC (or to the applicable Person pursuant to the final Preliminary Settlement Statement), shall be applied in accordance with Section 3.5 above;
(b) (i) an amount equal to $2,500,000 in cash by wire transfer of immediately available funds to the account(s) designated by BOKF, NA in full and final satisfaction of the Assumed Unsecured Note Liabilities; plus (ii) an amount equal to $275,000 in full and final satisfaction of the Unsecured Notes Trustee fees and Expenses; and
(c) (i) an amount equal to $1,005,000 in cash by wire transfer of immediately available funds to a segregated account designated by the Fund Administrator in full and final satisfaction of the Assumed Lease Liabilities; plus (ii) the fees of the Lease Claimants’ professionals, including class representative stipends, in the amount of $720,000 in cash by wire transfer of immediately available funds to the account(s) designated by the Fund Administrator.
Payments on the Closing Date. At the Closing, Seller shall pay Purchaser the Consideration. Payment to Purchaser on the Closing Date shall be made by a wire transfer of immediately available U.S. dollars no later than 3:00 p.m. Central Time to an account designated in writing by Purchaser. Purchaser shall provide Seller with wire instructions prior to the Closing Date. TIME IS OF THE ESSENCE IN THE FULFILLMENT OF THIS CONDITION. In the event that payment is not made by Seller as of the time indicated, Purchaser may refuse to close and immediately terminate this Agreement.
Payments on the Closing Date. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article 6, at the Closing, the Purchaser shall pay to the Seller the Base Purchase Price plus (ii) the amount by which Estimated Closing Date Flush Working Capital exceeds Target Flush Working Capital or minus (iii) the amount by which Target Flush Working Capital exceeds Estimated Closing Date Flush Working Capital (the “Closing Payment”), by wire transfer of immediately available funds to the bank account or accounts specified by the Seller in writing at least two (2) Business Days prior to the Closing Date.
Payments on the Closing Date. (a) Not later than three (3) Business Days prior to the Closing Date, Sellers shall deliver to Purchaser a written statement setting forth the actual Cure Costs, if any, reasonably satisfactory to Purchaser and signed by an officer of Sellers (the “Closing Statement”).
(b) Not later than three (3) Business Days prior to the Closing Date, Purchaser shall deliver to Sellers a written statement, reasonably satisfactory to Sellers (“Purchaser Statement”) setting forth the dollar amount of real and personal property Taxes allocated to Sellers pursuant to Section 11.1(b).
(c) Should Purchaser object to any of the amounts or calculations in the Closing Statement, or should Sellers object to any of the amounts or calculations in the Purchaser Statement, Purchaser and Sellers shall cooperate in a diligent good faith manner to resolve such objections prior to the Closing, and the Closing Statement or Purchaser Statement, as applicable, shall be adjusted prior to the Closing to reflect any changes agreed to by the Purchaser and Sellers prior to the Closing Date.
(d) At the Closing, Purchaser shall pay to Sellers in cash by wire transfer of immediately available funds to the account of Sellers set forth in the Closing Statement an amount equal to the Cash Consideration minus the Deposit (such amount to be paid to Sellers, the “Closing Date Payment”).
Payments on the Closing Date. The Purchase Price shall be paid on the Closing Date by wire transfer of immediately available funds to such bank accounts as the Controlling Shareholder (acting for itself and for the Minority Shareholders) and the Fund Shareholder shall respectively indicate by notice no later than five (5) days prior to the Closing Date.
