Pre-Closing Payments and Cash Treatment Sample Clauses

Pre-Closing Payments and Cash Treatment. (a) Each Subject Partnership shall use its reasonable best efforts to determine the amount of its trade payables and all other claims or liabilities (of which such Subject Partnership has actual notice and which are not disputed by such Subject Partnership in good faith) incurred through Closing, including without limitation Combination Costs (as defined in Section 11.15). Except as provided in Section 10.5(c), each Subject Partnership shall fully pay or otherwise satisfy, on or prior to the Mergers and the Asset Conveyance on the Closing Date, all such undisputed claims or liabilities incurred or accrued through the Closing that are identified and are due and payable by the Subject Partnership in the ordinary course of its business, plus any other claims or liabilities incurred and accrued through the Closing that are identifiable and relate to revenues attributable to such claims or liabilities which have been received by such Subject Partnership ("Accrued Expenses"); provided that Combination Costs incurred through Closing, and all costs of DHL's financial advisor referred to in Section 7.20, shall in all cases be Accrued Expenses; and provided further that the amount necessary to prepare and file final Tax Returns of such Subject Partnership shall be an Accrued Expense.
Sample 1
AutoNDA by SimpleDocs

Related to Pre-Closing Payments and Cash Treatment

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Closing Payments At the Closing, Parent shall pay or cause to be paid the following amounts by wire transfers of immediately available funds:

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • Closing Payment The Purchase Price, as adjusted by the application of the Deposit and by the prorations and credits specified herein, shall be paid, by wire transfer of immediately available federal funds (through the escrow described in Section 5 below), as and when provided in Section 5.2.2 below and in the “Escrow Agreement” (as hereinafter defined). The amount to be paid under this Section 3.2 is referred to herein as the “Closing Payment.”

  • Payments at Closing At the Closing, Buyer shall:

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Pre-Closing Collections Within two (2) Business Days after the Closing Date the Seller shall transfer to the account or accounts designated by Ally Auto (or by the Issuing Entity under the Further Transfer Agreements) all collections on the Receivables held by the Seller on the Closing Date, and conveyed to Ally Auto pursuant to Section 2.01.

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Cash at Closing At Closing, Purchaser shall pay to Seller, by wire transferred current federal funds, an amount equal to the Purchase Price, minus the sum of the Xxxxxxx Money which Seller receives at Closing from the Escrowee, and plus or minus, as the case may require, the closing prorations and adjustments to be made pursuant to Section 4(C) below.

  • Earnout Payments (a) The terms below shall have the following respective meanings for the purposes of this Section 2.3:

Time is Money Join Law Insider Premium to draft better contracts faster.