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Purchase Price; Delivery of Funds; Payment of Indebtedness and Company Transaction Expenses Sample Clauses

Purchase Price; Delivery of Funds; Payment of Indebtedness and Company Transaction Expenses. (a) At least three (3) Business Days, but not more than five (5) Business Days prior to the Closing Date, Seller shall cause the Company to prepare and deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth (i) the Company’s good faith estimate of the amount of Closing Indebtedness (the “Estimated Closing Indebtedness”), (ii) the Company’s good faith estimate of the amount of Closing Cash (the “Estimated Closing Cash”), (iii) the Company’s good faith estimate of the Company Transaction Expenses (the “Estimated Company Transaction Expenses”), (iv) the Company’s good faith estimate of the Closing Working Capital (the “Estimated Closing Working Capital”), (v) the Company’s good faith estimate of the Target Working Capital, including the Inventory Adjustment calculated as of 11:59 P.M. on the Business Day immediately prior to the Closing Date, and (vi) the amount of the Estimated Working Capital Adjustment, which statement shall quantify in reasonable detail the estimates of the items constituting such Closing Indebtedness, such Closing Cash, such Company Transaction Expenses, such Closing Working Capital, such Target Working Capital and such Estimated Working Capital Adjustment, if any, and in each case calculated in accordance with the terms of this Agreement. The Estimated Closing Statement shall be accompanied by supporting worksheets and a certificate of Seller setting forth Seller’s good faith estimate of the value (the “Inventory Value”) of the Company’s and its Subsidiary’s Inventory less the Inventory Adjustment, each calculated as of 11:59 P.M. on the Business Day immediately prior to the Closing Date and in accordance with Annex C. The estimate of the Inventory Value shall set forth Seller’s estimates of the ownership, types, characteristics, quantities, volumes and value of the Inventory as determined in accordance with Annex C. The Estimated Closing Statement shall be prepared in accordance with GAAP and in a manner consistent with the policies, methodologies and principles used by Seller in connection with the preparation of the Audited Financial Statements, consistently applied. (b) No later than ten days prior to the Closing Date, Westport and Seller shall enter into assignment and assumption agreements pursuant to which (i) Westport shall, immediately prior to Closing but subject to the Closing occurring, assign to Seller Westport’s right to receive payment under the Special Receivables and the Leases Account Receiv...
Purchase Price; Delivery of Funds; Payment of Indebtedness and Company Transaction Expenses. (a) The aggregate purchase price for the Shares (the “Purchase Price”) shall be an amount equal to $27,500,000 (as such amount may be adjusted pursuant to Section 2.03 or otherwise paid pursuant to this Section 2.02), payable in four (4) tranches of cash and Parent Shares as follows: (i) An amount equal to the sum of the Initial Purchase Price, which consists of an amount of up to $5,000,000 paid in Parent Shares, with the number of shares being determined under the Exchange Rule, and the balance paid in cash (“Consideration Payment 1”); (ii) Subject to Section 8.08(e), an amount equal to $2,500,000 paid no later than the date which is 12 months from the Closing Date, with up to $1,250,000 in Parent Shares, with the number of shares being determined under the Exchange Rule, and the balance paid in cash (“Deferred Consideration Payment 1”); (iii) Subject to Section 8.08(e), an amount equal to $5,000,000 paid no later than the date which is 24 months from the Closing Date, with up to $2,500,000 in Parent Shares, with the number of shares being determined under the Exchange Rule, and the balance paid in cash (“Deferred Consideration Payment 2”); and (iv) An amount equal to the Sales Tax Holdback, less any Losses incurred by the Purchaser or an Affiliate thereof relating to the Sales Tax Indemnity pursuant to Section 8.04(d) as of the date that is the earlier of (A) the date that is 60 days following the expiration of the latest applicable statute of limitations (giving effect to any extensions and waivers thereof) relating to the Sales Tax Indemnity and (B) the date that the Purchaser determines in its sole discretion that no additional Losses may be incurred pursuant to the Sales Tax Indemnity (such earlier date, the “Holdback Expiration Date”), paid in cash within three (3) Business Days following the Holdback Expiration Date. (b) The determination of the ratio of Parent Shares and cash in each of Consideration Payment 1, Deferred Consideration Payment 1 and Deferred Consideration Payment 2 shall be in the sole discretion of the Parent, subject to the maximum amounts set forth above. For the avoidance of doubt, Parent may choose not to issue any Parent Shares and pay each of Consideration Payment 1, Deferred Consideration Payment 1 and Deferred Consideration Payment 2 solely in cash. Any Share Consideration shall be issued pursuant to and in compliance with an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act...
Purchase Price; Delivery of Funds; Payment of Indebtedness and Company Transaction Expenses. At least three (3) Business Days, but not more than five (5) Business Days prior to the Closing Date, Seller and the Company shall prepare and deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth such Persons’ good faith estimate of (i) the amount of the Closing Indebtedness (the “Estimated Closing Indebtedness”), (ii) the Company Transaction Expenses (the “Estimated Company Transaction Expenses”), (iii) the Closing Working Capital and the components thereof (the “Estimated Closing Working Capital”), and (iv) the amount of Working Capital Adjustment (the “Estimated Working Capital Adjustment”) and in each case calculated in accordance with the terms of this Agreement. The Estimated Closing Statement shall be prepared in accordance with the Specified Accounting Principles. During the period after the delivery of the Estimated Closing Statement and prior to the Closing Date, Purchaser shall have an opportunity to review the Estimated Closing Statement and Seller shall cooperate with Purchaser in good faith to mutually agree upon the Estimated Closing Statement in the event Purchaser disputes any item proposed to be set forth on such statement; provided, that, if Seller and Purchaser are not able to reach mutual agreement prior to the Closing Date, the Estimated Closing Statement provided by Seller to Purchaser shall be binding for purposes of this Section 2.02, but not, for the avoidance of doubt, for purposes of Section 2.03.

Related to Purchase Price; Delivery of Funds; Payment of Indebtedness and Company Transaction Expenses

  • Transaction Expenses Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided. The Company will pay, and will save each Purchaser and each other Holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder in connection with its purchase of the Notes).

  • Liquidation and Acquisition Expenses The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

  • Payment of Indebtedness Pay, discharge or otherwise satisfy at or before maturity (subject, where applicable, to specified grace periods and, in the case of the trade payables, to normal payment practices) all its obligations and liabilities of whatever nature, except when the failure to do so could not reasonably be expected to have a Material Adverse Effect or when the amount or validity thereof is currently being contested in good faith by appropriate proceedings and each Borrower shall have provided for such reserves as Agent may reasonably deem proper and necessary, subject at all times to any applicable subordination arrangement in favor of Lenders.

  • Closing Fees On the Effective Date, the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders, the upfront fees due to the Lenders as heretofore agreed.

  • Transaction Fees The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), F.S. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law. Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees when automatic deduction becomes available. Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida.

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Closing Consideration (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of Xxxxx’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

  • Accounts Receivable and Payable The accounts receivable reflected on the Financial Statements arose in the ordinary course of business and, except as reserved against on the Financial Statements, are collectible in the ordinary course of business and consistent with past practices, free of any claims, rights or defenses of any account debtor. No accounts payable of the Company are over forty-five (45) days old.

  • Purchase Price and Payment Date Each Asset purchased by the Receiver pursuant to this Section 3.4 shall be purchased at a price equal to the Repurchase Price of such Asset less the Related Liability Amount applicable to such Asset, in each case determined as of the applicable Put Date. If the difference between such Repurchase Price and such Related Liability Amount is positive, then the Receiver shall pay to the Assuming Institution the amount of such difference; if the difference between such amounts is negative, then the Assuming Institution shall pay to the Receiver the amount of such difference. The Assuming Institution or the Receiver, as the case may be, shall pay the purchase price determined pursuant to this Section 3.4(d) not later than the twentieth (20th) Business Day following the applicable Put Date, together with interest on such amount at the Settlement Interest Rate for the period from and including such Put Date to and including the day preceding the date upon which payment is made.

  • MFMP Transaction Fee Reports The Contractor shall submit complete monthly MFMP Transaction Fee Reports to the Department. Reports are due 15 calendar days after the end of each month. Information on how to submit MFMP Transaction Fee Reports online can be located at xxxxx://xxx.xxx.xxxxxxxxx.xxx/business_operations/state_/myfloridamarketplace/mf mp_vendors/transaction_fee_and_reporting. Assistance with transaction fee reporting is also available by email at xxxxxxxxxxxxx@xxxxxxxxxxxxxxxxxxxx.xxx or telephone at 866-FLA-EPRO (866-352-3776) from 8:00 a.m. to 6:00 p.m. Eastern Time.