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.
Appears in 2 contracts
Samples: Framework Agreement (Cabela's Credit Card Master Note Trust), Framework Agreement (Synovus Financial Corp)
Payments on the Closing Date. Subject to fulfillment or waiver (awhere permissible) In each case as of the conditions set forth in the applicable Purchase Agreement, and without duplicationArticle IX, at the Closing, :
(a) Buyer shall pay to Seller the aggregate amount equal to (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 Base Purchase Price) set forth in the Valuation Statement and , plus (ii) Synovus shall pay Seller the amount, if any, by which Estimated Closing Date Working Capital exceeds Target Working Capital, minus (iii) the amount, if any, by which Target Working Capital exceeds Estimated Closing Date Working Capital, minus (iv) Estimated Closing Date Debt, minus (v) 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 Transaction Expenses, plus (vi) the Estimated Closing Date Cash, minus (vii) the Adjustment Escrow Amount (such aggregate amount, the “Closing Payment”), by a wire transfer of immediately available U.S. dollars funds in USD to an the bank account designated or accounts specified by the Seller in writing by Seller. Seller at least two (2) Business Days prior to the Closing Date;
(b) Buyer shall provide Capital One (on behalf of, and Synovus withas a loan to, and, the Company) repay in full the Estimated Closing Date Debt to the extent applicableset forth in the payoff letters delivered by Seller pursuant to Section 3.4(d), Capital One shall provide Seller with, by wire instructions no later transfer of immediately available funds to the bank account or accounts which is specified by the holders of such Debt in writing not less than two (2) Business Days prior to the Closing Date (with payment to be made on 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 Buyer shall deposit with the Escrow Agent the Adjustment Escrow Amount, by wire transfer of immediately available funds pursuant to effect and in accordance with the payments Escrow Agreement; and
(d) Buyer shall (on behalf of, and as a loan to, the Company) pay by wire transfer of immediately available funds to the bank account or accounts which are specified by the Seller in writing at least two (2) Business Days prior to the Closing Date (with payment to be made pursuant to Sections 3.4(a) and 3.4(bon the Closing Date), 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 sufficient to (x) pay in full 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, 2016Transaction Expenses to each Person who is owed a portion thereof.
Appears in 1 contract
Payments on the Closing Date. (a) In each case At the Closing, and as set forth in further detail in the applicable Purchase AgreementFunds Flow Memorandum:
(a) Buyer shall pay to Sellers and the Optionholders (subject, and without duplicationin the case of the Optionholders, at the Closing, to Section 2.5) in accordance with their Percentage Interests an aggregate amount equal to (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 Base Purchase Price) set forth in the Valuation Statement and , plus (ii) Synovus shall pay Seller the amount by which Estimated Synovus Purchase Price set forth in Closing Date Working Capital exceeds Target Working Capital or minus (iii) the Valuation Statement amount by which Target Working Capital exceeds Estimated Closing Date Working Capital, minus (in each case as such statement may be revised pursuant to Section 3.3(b)). Payments to Seller on iv) Closing Date Debt, minus (v) the Closing Date shall be made Transaction Expenses, minus (vi) the Escrow Fund and minus (vii) the Expense Reserve (the “Closing Payment”), by a wire transfer of immediately available U.S. funds to the bank account or accounts specified by Sellers; provided, however, that, with respect to each Optionholder who is an employee of an Acquired Company, Buyer shall pay such amount to the applicable Acquired Company on behalf of each such Optionholder, and shall cause such Acquired Company, promptly following the Closing, to pay such amount to each such Optionholder; provided further, however, that, with respect to each Seller who is a resident of the United Kingdom, Buyer shall pay, promptly on the day following the Closing, such amount to each such Seller in British pounds sterling based on the actual spot exchange rate received by Buyer upon conversion of such amounts from United States dollars to pounds sterling on the Closing Date;
(b) Buyer shall (on behalf of the Acquired Companies) repay in full the Indebtedness as of the close of business on the Business Day immediately preceding the Closing Date, and all other amounts necessary to discharge fully such Indebtedness, in each case to the extent set forth in the certificate delivered by Sellers pursuant to Section 3.4(e), by wire transfer of immediately available funds to the bank account or accounts specified by the holders of such Indebtedness;
(c) Buyer shall deposit with the Escrow Agent the Escrow Fund, pursuant to the Escrow Agreement, by wire transfer of immediately available funds to the bank account specified therein;
(d) Buyer shall deposit with the Stockholder Representative the Expense Reserve, by wire transfer of immediately available funds to the bank account specified by the Stockholder Representative; and
(e) Buyer shall pay, by wire transfer of immediately available funds to the bank account or accounts specified by Sellers, an account designated amount sufficient to pay in writing by Seller. Seller shall provide Capital One and Synovus with, andfull each Transaction Expense, to the extent applicable, Capital One shall provide Seller with, wire instructions no later than two (2) Business Days not paid 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 included 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, 2016Working Capital or covered by the Expense Reserve.
Appears in 1 contract
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 Not later than two three (23) Business Days prior to the Closing Date, Sellers shall deliver to Buyer a written statement, reasonably satisfactory to Buyer and signed by an officer of each Seller (the ³Closing Statement´), (i) setting forth the Inventory Estimated Amount, together with reasonable supporting documentation regarding the determination and calculation of such amount, (ii) itemizing each Pre-Paid Expense and the amount thereof, and setting forth the aggregate amount of the Pre-Paid Expenses, (iii) itemizing each Specified Trade Payable and indicating for each the applicable vendor or supplier, the dollar amount thereof that has become fixed, the estimated dollar amount thereof that has not become fixed and the contractual date on which payment thereof shall be due, together with invoices or other reasonable supporting documentation therefor, (iv) itemizing each Allowed Administrative Transaction Expense and indicating for each the applicable vendor or payee, the dollar amount thereof that has become fixed and the estimated dollar amount therefor that has not become fixed, together with invoices or other reasonable supporting documentation therefor, and (v) setting forth the dollar amount of Sales Taxes allocated to Buyer pursuant to Section 8.1(a), together with reasonable supporting documentation regarding the determination and calculation of such amount. Not later than three (3) Business Days prior to the Closing Date, Buyer shall deliver to Sellers a written statement, reasonably satisfactory to Sellers (the ³Buyer Statement´), (i) itemizing each Pre-Closing Determined Cure Amount, (ii) setting forth the amount of the Cure Costs Escrow Deposit, together with reasonable supporting documentation regarding the determination and calculation of such amount, (iii) setting forth the dollar amount of real and personal property Taxes allocated to Sellers pursuant to Section 8.1(b), together with reasonable supporting documentation regarding the determination and calculation of such amount, (iv) setting forth the dollar amount of Transfer Taxes allocated to Sellers pursuant to Section 8.1(a), together with reasonable supporting documentation regarding the determination and calculation of such amount, (v) setting forth all Restoration Costs relating to any Acquired Assets purchased pursuant to Section 8.10(c), together with reasonable supporting documentation regarding the determination and calculation of such amounts, and (vi) setting forth any amounts mutually agreed pursuant to Section 8.10(b). Should Buyer 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 Buyer Statement, Buyer and Sellers shall cooperate in a diligent good faith manner to resolve such objections prior to the Closing, and the Closing Statement or Buyer Statement, as applicable, shall be adjusted prior to the Closing to reflect any changes agreed to by Buyer and Sellers prior to the Closing.
(b) As set forth At the Closing, Buyer shall pay to the Persons entitled thereto, as shown on the Closing Statement, (i) all Specified Trade Payables that have been fixed in amount and that are due and payable on or before the Closing Date, as shown on the Closing Statement, and (ii) all Allowed Administrative Transaction Expenses that have been fixed in amount, as shown on the Closing Statement (the payments specified in the applicable Purchase Agreementimmediately-preceding clauses (i) and (ii), and without duplication, at the Subsequent Closing, Capital One ³Closing Direct Payments´). Each Closing Direct Payment shall pay Synovus be made by wire transfer of immediately available funds to the Subsequent Closing Purchase Price set forth recipient¶s account specified therefor in the Valuation Statement as such statement may be revised pursuant to Section 3.3(b)Closing Statement.
(c) In order Prior to effect the payments to Closing, U.S. Bank National Association, or such other Person as may be made mutually agreed upon by Sellers and Buyer (the ³Expense Fund Agent´), shall establish an expense fund (the ³Expense Fund´) consisting of the following three segregated, interest-bearing accounts: a Cure Cost Account (the ³Cure Cost Account´), a Trade Payables Account (the ³Trade Payables Account´) and an Administrative Expenses Account (the ³Administrative Expenses Account´). The Expense Fund shall be maintained pursuant to Sections 3.4(a) and 3.4(b)an Expense Fund Escrow Agreement substantially in the form of Exhibit J. At the Closing, the parties will net the required payments under such Sections, such that as a result of such netting Capital One will make Buyer shall deposit the following two amounts, by wire transfers: transfer of immediately available funds, with the Expense Fund Agent for deposit into the following accounts of the Expense Fund, and such amounts shall be deducted from the Cash Consideration payable to Sellers:
(i) into the Cure Cost Account, the Cure Cost Escrow Deposit;
(ii) into the Trade Payables Account, the sum of (A) the aggregate amount of Specified Trade Payables that have been fixed in amount but that are not due and payable on or before the Closing Date plus (B) the estimated aggregate amount of all Specified Trade Payables that have not been fixed in amount, in each case as shown on the Closing Statement; and
(iii) into the Administrative Expenses Account, the estimated aggregate amount of all Allowed Administrative Transaction Expenses that have not been fixed in amount, as shown on the Closing Statement. From time to Seller time after the Closing, (1) Buyer and Sellers shall cause amounts to be released and disbursed from the Cure Cost Account solely as provided in Section 2.5(d), (2) Sellers shall draw on the Trade Payables Account solely for the purpose of paying Specified Trade Payables that become fixed in amount and/or become due and payable on or after the Closing Date and (3) Sellers shall draw on the Administrative Expenses Account solely for the purpose of paying Allowed Administrative Transaction Expenses that become fixed in amount on or after the Closing Date. After the payment in full of all amounts to be paid from the Trade Payables Account or the Administrative Expenses Account, or, in the case of the Cure Cost Account, after the completion of all releases and disbursements from such account required under Section 2.5(d), Sellers shall be entitled, subject to the approval of the Bankruptcy Court, to cause any funds remaining in such account (together with all interest accrued thereon) to be released from escrow and disbursed to Sellers. To the extent that any amounts in either the Trade Payables Account or Administrative Expenses Account are insufficient to pay any amounts for which such accounts are earmarked, and to the extent that any amounts in the Cure Cost Account are insufficient to pay any Cure Costs required to be paid pursuant to Section 2.5(d)(i)(A), Sellers shall be solely and exclusively responsible for any such deficits or shortfalls.
(d) At the Closing, Buyer shall pay to Sellers in cash by wire transfer of immediately available funds to the account of the Company set forth in the Closing Statement an amount equal to (xi) 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 Cash Consideration minus (ii) the sum of (A) the Deposit, (B) the aggregate Pre-Closing Determined Cure Amounts paid by Buyer at the Closing pursuant to Synovus Section 2.5(c), (C) the Subsequent aggregate amount of the Closing Purchase Price set forth in Direct Payments and (D) the Valuation Statement minus aggregate amount of the Estimated Synovus Purchase Price set forth in deposits made by Buyer at the Valuation Statement. By way Closing into the accounts of illustration onlythe Expense Fund pursuant to Section 3.3(c) (such amount to be paid to Sellers, the Sample Valuation Statement includes the payments that the parties would make giving effect to this Section 3.4(c) if ³Closing Date Payment´). Sellers shall be solely responsible for allocating the Closing Date was December 31Payment among themselves (and any Affiliates, 2016creditors or other third parties entitled to any portion thereof), and agree that Buyer shall have no responsibility or Liability whatsoever for or with respect to the allocation or distribution of the Closing Date Payment beyond Buyer¶s duty to wire the same to the account designated in the Closing Statement.
Appears in 1 contract
Samples: Asset Purchase Agreement
Payments on the Closing Date. (a) In each case as set forth in the applicable Purchase Agreement, and without duplicationSubject to Section 10.03, at the Closing, (i) Capital One Buyer shall pay Seller to Seller, an amount equal to 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 Payment shall be made by a wire transfer of immediately available U.S. dollars funds pursuant to an account designated in writing wire transfer instructions delivered by Seller. Seller shall provide Capital One and Synovus with, and, Sellers to the extent applicable, Capital One shall provide Seller with, wire instructions no later than two (2) Business Days Buyer at least one business day prior to the Closing DateClosing.
(b) As set forth So long as such cooperation does not (i) impose upon Seller any adverse tax consequences or any other liabilities, or (ii) adversely impact the ability of Seller to consummate the transactions contemplated by the Merger Agreement in accordance with the terms thereof or directly or indirectly impose any adverse present or future tax consequences to the Parent (as defined in the applicable Purchase Merger Agreement) or its subsidiaries, and without duplicationas determined by the Parent in its sole discretion, at Seller shall, upon receipt of an Option Notice (as defined in Section 2.03(c)), cooperate to satisfy all or any portion of Buyer’s obligation to pay 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 contemplated by Section 3.3(b2.03(c).
(c) If Buyer timely delivers an Option Notice in accordance with this Section 2.03(c), Seller shall transfer or otherwise distribute the LLC Interests specified in the Option Notice to BHP prior to Closing. At Closing, BHP shall distribute the applicable LLC Interests to Buyer. In order exchange therefor, Unitholder shall transfer to effect BHP, and BHP shall redeem, a number of BHP Units owned by Unitholder with a value equal to the payments Purchase Price or the applicable portion thereof (the “Unit Option”). For purposes of this Agreement, the value of a BHP Unit shall equal the Common Share Merger Consideration (as defined in the Merger Agreement). Buyer shall deliver notice of its intention to exercise the Unit Option (including the portion of the Purchase Price to be made pursuant satisfied through exercise of the Unit Option) at least five (5) business days prior to Sections 3.4(a) Closing (the “Option Notice”). The Option Notice shall identify the portion of the LLC Interests Buyer intends to acquire through exercise of the Unit Option. For the avoidance of doubt, Buyer and 3.4(b), Unitholder shall have no right to exercise the parties will net Unit Option if 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 conditions set forth in the Valuation Statement plus (ySection 2.03(b) 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, 2016are not satisfied.
Appears in 1 contract
Samples: Limited Liability Company Interests Purchase Agreement (Boykin Lodging Co)
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 Not later than two three (23) Business Days prior to the Closing Date, Sellers shall deliver to Buyer a written statement, reasonably satisfactory to Buyer and signed by an officer of each 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) itemizing each Pre-Paid Expense and the amount thereof, and setting forth the aggregate amount of the Pre-Paid Expenses, (iii) itemizing each Specified Trade Payable and indicating for each the applicable vendor or supplier, the dollar amount thereof that has become fixed, the estimated dollar amount thereof that has not become fixed and the contractual date on which payment thereof shall be due, together with invoices or other reasonable supporting documentation therefor, (iv) itemizing each Allowed Administrative Transaction Expense and indicating for each the applicable vendor or payee, the dollar amount thereof that has become fixed and the estimated dollar amount therefor that has not become fixed, together with invoices or other reasonable supporting documentation therefor, and (v) setting forth the dollar amount of Sales Taxes allocated to Buyer pursuant to Section 8.1(a), together with reasonable supporting documentation regarding the determination and calculation of such amount. Not later than three (3) Business Days prior to the Closing Date, Buyer shall deliver to Sellers a written statement, reasonably satisfactory to Sellers (the “Buyer Statement”), (i) itemizing each Pre-Closing Determined Cure Amount, (ii) setting forth the amount of the Cure Costs Escrow Deposit, together with reasonable supporting documentation regarding the determination and calculation of such amount, (iii) setting forth the dollar amount of real and personal property Taxes allocated to Sellers pursuant to Section 8.1(b), together with reasonable supporting documentation regarding the determination and calculation of such amount, (iv) setting forth the dollar amount of Transfer Taxes allocated to Sellers pursuant to Section 8.1(a), together with reasonable supporting documentation regarding the determination and calculation of such amount, (v) setting forth all Restoration Costs relating to any Acquired Assets purchased pursuant to Section 8.10(c), together with reasonable supporting documentation regarding the determination and calculation of such amounts, and (vi) setting forth any amounts mutually agreed pursuant to Section 8.10(b). Should Buyer 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 Buyer Statement, Buyer and Sellers shall cooperate in a diligent good faith manner to resolve such objections prior to the Closing, and the Closing Statement or Buyer Statement, as applicable, shall be adjusted prior to the Closing to reflect any changes agreed to by Buyer and Sellers prior to the Closing.
(b) As set forth At the Closing, Buyer shall pay to the Persons entitled thereto, as shown on the Closing Statement, (i) all Specified Trade Payables that have been fixed in amount and that are due and payable on or before the Closing Date, as shown on the Closing Statement, and (ii) all Allowed Administrative Transaction Expenses that have been fixed in amount, as shown on the Closing Statement (the payments specified in the applicable Purchase Agreementimmediately-preceding clauses (i) and (ii), and without duplication, at the Subsequent Closing, Capital One “Closing Direct Payments”). Each Closing Direct Payment shall pay Synovus be made by wire transfer of immediately available funds to the Subsequent Closing Purchase Price set forth recipient’s account specified therefor in the Valuation Statement as such statement may be revised pursuant to Section 3.3(b)Closing Statement.
(c) In order Prior to effect the payments to Closing, U.S. Bank National Association, or such other Person as may be made mutually agreed upon by Sellers and Buyer (the “Expense Fund Agent”), shall establish an expense fund (the “Expense Fund”) consisting of the following three segregated, interest-bearing accounts: a Cure Cost Account (the “Cure Cost Account”), a Trade Payables Account (the “Trade Payables Account”) and an Administrative Expenses Account (the “Administrative Expenses Account”). The Expense Fund shall be maintained pursuant to Sections 3.4(a) and 3.4(b)an Expense Fund Escrow Agreement substantially in the form of Exhibit J. At the Closing, the parties will net the required payments under such Sections, such that as a result of such netting Capital One will make Buyer shall deposit the following two amounts, by wire transfers: transfer of immediately available funds, with the Expense Fund Agent for deposit into the following accounts of the Expense Fund, and such amounts shall be deducted from the Cash Consideration payable to Sellers:
(i) into the Cure Cost Account, the Cure Cost Escrow Deposit;
(ii) into the Trade Payables Account, the sum of (A) the aggregate amount of Specified Trade Payables that have been fixed in amount but that are not due and payable on or before the Closing Date plus (B) the estimated aggregate amount of all Specified Trade Payables that have not been fixed in amount, in each case as shown on the Closing Statement; and
(iii) into the Administrative Expenses Account, the estimated aggregate amount of all Allowed Administrative Transaction Expenses that have not been fixed in amount, as shown on the Closing Statement. From time to Seller time after the Closing, (1) Buyer and Sellers shall cause amounts to be released and disbursed from the Cure Cost Account solely as provided in Section 2.5(d), (2) Sellers shall draw on the Trade Payables Account solely for the purpose of paying Specified Trade Payables that become fixed in amount and/or become due and payable on or after the Closing Date and (3) Sellers shall draw on the Administrative Expenses Account solely for the purpose of paying Allowed Administrative Transaction Expenses that become fixed in amount on or after the Closing Date. After the payment in full of all amounts to be paid from the Trade Payables Account or the Administrative Expenses Account, or, in the case of the Cure Cost Account, after the completion of all releases and disbursements from such account required under Section 2.5(d), Sellers shall be entitled, subject to the approval of the Bankruptcy Court, to cause any funds remaining in such account (together with all interest accrued thereon) to be released from escrow and disbursed to Sellers. To the extent that any amounts in either the Trade Payables Account or Administrative Expenses Account are insufficient to pay any amounts for which such accounts are earmarked, and to the extent that any amounts in the Cure Cost Account are insufficient to pay any Cure Costs required to be paid pursuant to Section 2.5(d)(i)(A), Sellers shall be solely and exclusively responsible for any such deficits or shortfalls.
(d) At the Closing, Buyer shall pay to Sellers in cash by wire transfer of immediately available funds to the account of the Company set forth in the Closing Statement an amount equal to (xi) 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 Cash Consideration minus (ii) the sum of (A) the Deposit, (B) the aggregate Pre-Closing Determined Cure Amounts paid by Buyer at the Closing pursuant to Synovus Section 2.5(c), (C) the Subsequent aggregate amount of the Closing Purchase Price set forth in Direct Payments and (D) the Valuation Statement minus aggregate amount of the Estimated Synovus Purchase Price set forth in deposits made by Buyer at the Valuation Statement. By way Closing into the accounts of illustration onlythe Expense Fund pursuant to Section 3.3(c) (such amount to be paid to Sellers, the Sample Valuation Statement includes the payments that the parties would make giving effect to this Section 3.4(c) if “Closing Date Payment”). Sellers shall be solely responsible for allocating the Closing Date was December 31Payment among themselves (and any Affiliates, 2016creditors or other third parties entitled to any portion thereof), and agree that Buyer shall have no responsibility or Liability whatsoever for or with respect to the allocation or distribution of the Closing Date Payment beyond Buyer’s duty to wire the same to the account designated in the Closing Statement.
Appears in 1 contract
Payments on the Closing Date. (a) In each case Subject to Section 2.5, the total consideration to be paid by Investor in connection with the Transactions shall be One Hundred Five Million Two Hundred Ten Thousand Dollars ($105,210,000) (the “Investor Purchase Price”), which shall be paid on the Closing Date as set forth consideration for the Investor Purchase Fraction of the LBJ Interests as follows:
(i) An amount equal to the Xxxxxxx Money shall be paid on the Closing Date by the Escrow Agent’s disbursement of the Xxxxxxx Money to LBJ pursuant to joint written instructions from Xxxxxxxx and Investor, and shall be applied toward payment of the Investor Purchase Price.
(ii) The balance of the Investor Purchase Price shall be paid by Investor to LBJ.
(b) Xxxxxxxx shall pay Eight Million Ten Thousand Dollars ($8,010,000) (the “Xxxxxxxx Purchase Price”) to LBJ for the Xxxxxxxx Purchase Fraction of the LBJ Interests as follows:
(i) The Xxxxxxxx Deposit shall be applied toward payment of the Xxxxxxxx Purchase Price.
(ii) On the Closing Date, Xxxxxxxx shall pay the balance of the Xxxxxxxx Purchase Price to LBJ.
(b) On the Closing Date immediately following the transfer of the LBJ Interests, Xxxxxxxx shall, by execution and delivery of a Contribution Agreement (the “Contribution Agreement”) in the applicable Purchase Agreement, form and without duplication, at the Closingsubstance of Exhibit A, (i) Capital One shall pay Seller contribute to the Estimated Capital One Purchase Price (or, if and only if such amount is negative, Seller shall pay Capital One the absolute value Partnership all of the Estimated Capital One Purchase Price) set forth assets, free and clear of all Liens except Permitted Liens, used or useful in the Valuation Statement operation of KEYI, and (ii) Synovus shall make a cash capital contribution to the Partnership in an amount sufficient to pay Seller (A) 33.4% of all indebtedness of the Estimated Synovus Purchase Price set forth in the Valuation Statement (in each case Partnership for borrowed money as such statement may be revised pursuant to Section 3.3(b)). Payments to Seller on of the Closing Date and (B) all related fees or charges, if any, required to be paid by the Partnership in connection with or as condition to payment of such indebtedness in full.
(c) All amounts to be disbursed or paid under this Agreement shall be made paid by a wire transfer of immediately available U.S. dollars to an account designated funds in writing by Seller. Seller shall provide Capital One and Synovus with, and, to the extent applicable, Capital One shall provide Seller with, accordance with written wire instructions no later than two provided by the payee at least three (23) Business Days days prior to the Closing Datepayment 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.
Appears in 1 contract
Payments on the Closing Date. Subject to fulfillment or waiver (awhere permissible) In each case as of the conditions set forth in the applicable Purchase Agreement, and without duplicationArticle IX, at the Closing:
(a) Buyer shall pay to the Stockholders and the Optionholder Parties (subject, in the case of the Optionholder Parties, to Section 2.5) in accordance with their Percentage Interests an aggregate amount equal to (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 Base Purchase Price) set forth in the Valuation Statement and , plus (ii) Synovus shall pay Seller the amount by which Estimated Closing Date Working Capital exceeds Target Working Capital or minus (iii) the amount by which Target Working Capital exceeds Estimated Closing Date Working Capital, minus (iv) Estimated Closing Date Debt, minus (v) 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 Transaction Expenses, plus (vi) the Estimated Closing Date Cash, minus (vii) the Indemnity Escrow Fund, minus (viii) the Working Capital Escrow Fund, minus (ix) the FDA Escrow Fund and minus (x) the Expense Reserve (the “Closing Payment”), by a wire transfer of immediately available U.S. dollars funds to an the bank account designated or accounts specified by the Stockholder Representative (on behalf of each Seller) 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 at least two (2) Business Days prior to the Closing Date.; provided, however, that, with respect to each Optionholder Party who is an employee of an Acquired Company, Buyer shall pay such amount to the applicable Acquired Company on behalf of each such Optionholder Party, and shall cause such Acquired Company, promptly following the Closing, to pay such amount to each such Optionholder Party;
(b) As Buyer shall (on behalf of the Acquired Companies) repay in full the Estimated Closing Date Debt to the extent 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 payoff letters delivered by Sellers pursuant to Section 3.3(b3.4(f)., 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;
(c) In order to effect Buyer shall deposit with the payments to be made Escrow Agent the Escrow Funds, pursuant to Sections 3.4(athe Escrow Agreement, by wire transfer of immediately available funds to the respective bank accounts specified therein;
(d) and 3.4(b)Buyer shall deposit with the Stockholder Representative the Expense Reserve, by wire transfer of immediately available funds to the parties will net bank account specified by the required payments under such SectionsStockholder Representative in writing at least two (2) Business Days prior to the Closing Date; and
(e) Buyer shall (on behalf of the Acquired Companies) pay by wire transfer of immediately available funds to the bank account or accounts specified by the Stockholder Representative in writing at least two (2) Business Days prior to the Closing Date, such that as a result of such netting Capital One will make the following two wire transfers: (i) to Seller an amount equal sufficient to (x) the pay in full each 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, 2016Transaction Expense.
Appears in 1 contract
