Payment Instructions Letter definition
Examples of Payment Instructions Letter in a sentence
Without limiting the foregoing, Purchaser agrees that any Company Transaction Expense set forth in the Payment Instructions Letter that is not payable on the Closing Date shall be paid by Purchaser or the Surviving Corporation at the time and in accordance with the instructions set forth in the Payment Instructions Letter.
Sellers shall direct Buyer (as set forth in the Payment Instructions Letter) to wire a portion of the Purchase Price to fund the payment of any sale bonuses or change of control payments owed to any employee of any Company in the aggregate amounts set forth on Schedule 7.8 (such amounts to be paid out at or as soon as reasonably practicable after Closing) (and such amounts shall be treated as Seller Expenses and not included in the calculation of Working Capital).
On the Closing Date, in consideration of the transfer of the Shares, the Buyer shall pay the Base Purchase Price as adjusted by the Estimated Working Capital Adjustment and the Estimated Net Cash Adjustment, minus the Retained Liabilities, and minus the Escrow Deposit, (the “Closing Cash Payment”), by wire transfer of immediately available funds in the amounts and to the accounts designated by the Sellers’ Representative in the Payment Instructions Letter.
At the Closing, the Shareholders shall pay out of the Closing Payment (by direction of wire transfer from Purchaser to the designated accounts) all amounts identified in the Payment Instructions Letter, which Shareholder payments will result in a discharge of all Indebtedness and the payment of the Seller Expenses.
The Buyer shall also pay the Retained Liabilities on behalf of the Sellers in the amounts and in accordance with the instructions provided in the Payment Instructions Letter, and deposit the Escrow Deposit into the Escrow Account.
Within ten (10) days after Closing, Buyer shall pay (as set forth in such Payment Instructions Letter) the employees of the Companies their prorated accrued annual bonuses relating to periods prior to and through the Closing Date in the amounts set forth on Schedule 7.8 (and such amounts shall be treated as Seller Expenses).
The Shareholders’ payments pursuant to the Payment Instructions Letter shall be deemed by all of the Parties to have been paid, and all such amounts shall be deemed to have been satisfied, immediately prior to the Effective Time.
The Company shall have delivered the Payment Instructions Letter together with a certificate signed by the Company certifying that the information set forth therein is true and complete as of the Closing.
All payments hereunder shall be in US dollars and made in accordance with the payment instructions set forth in the Payment Instructions Letter as provided by Seller to Buyer from time to time (the “Payment Instructions”).