Examples of Seller Closing Payment in a sentence
The proposed Final Closing Net Working Capital, the Final Cash Amount, the Final Indebtedness Amount, the Final Debt-Like Items Amount, the Final Seller Transaction Expenses Amount, and the Final Seller Closing Payment will be revised as appropriate to reflect the resolution of any such claims pursuant to this Section 2(e)(ii).
Within twenty-five (25) calendar days after submission to the Independent Accountant for resolution, Buyer and the Seller Representatives each shall submit a written presentation indicating in writing its position on each Disputed Item and each such Party’s resulting determination of the amount of the Final Closing Net Working Capital, Final Cash Amount, the Final Adjusted Debt Amount, the Final Seller Transaction Expenses and the Final Seller Closing Payment.
No later than two (2) Business Days prior to the Closing Date, the Seller Representative shall provide written notice to the Purchaser setting forth (i) the amount of any Seller Debt outstanding as of such date and (ii) the amount of such Seller Debt that will be repaid on behalf of such Seller at the Closing (the “Seller Debt Amount”); provided, that no Seller Debt Amount for any Seller may exceed the amount of the Seller Closing Payment payable to such Seller.
Buyer shall also deliver to Seller all reasonable supporting documentation to support Buyer’s calculation of the Final Cash Amount, Final Indebtedness Amount, Final Debt-Like Items Amount, Final Seller Transaction Expenses Amount, Final Closing Net Working Capital and Final Seller Closing Payment.
Within thirty (30) calendar days after submission to the Independent Accountant for resolution, Buyer and Seller shall each indicate in writing their position on each disputed matter and each such Party’s determination of the amount of the Final Closing Net Working Capital, the Final Cash Amount, the Final Indebtedness Amount, the Final Debt-Like Items Amount, the Final Seller Transaction Expenses Amount, and the Final Seller Closing Payment.
Any Dispute Notice must set forth in reasonable detail (x) any item delivered by Buyer in the Final Closing Statement which the Seller believes has not been prepared in accordance with this Agreement and, to the extent then known or able to be estimated, the purported correct amount of such item and (y) to the extent then known or able to be estimated, the Seller Representatives’ alternative calculation of each such item and the Final Seller Closing Payment.
Purchaser shall have delivered certificates evidencing the Seller Closing Payment.
On the Closing Date, Buyer shall pay to Sellers, out of the Purchase Price, in cash (by Wire Transfer as set forth below), an amount equal to the Purchase Price, less the payments set forth in paragraphs (b)-(e) below (the "Seller Closing Payment Amount"), pursuant to the allocation among Sellers set forth in Schedule 2.2. Broker Closing Payment Amount.
At the Closing, with respect to each Seller owing Seller Debt, the Purchaser shall deduct the applicable Seller Debt Amount (not to exceed such Seller’s Seller Closing Payment) from such Seller’s Seller Closing Payment and shall pay the aggregate Seller Debt Amount to SGA by wire transfer in immediately available funds to a bank account designated by the Seller Representative by written notice to the Purchaser no later than two (2) Business Days prior to the Closing Date.
The Seller Closing Payment Certificate shall also contain wire instructions for all of the forgoing payments (or instructions to pay certain amounts by check) and all of the other payments referenced in Section 2.2. As promptly as practicable but not later than one (1) Business Day prior to the Closing, Purchaser shall identify any adjustments that it believes are required to the Seller Closing Payment Certificate delivered by Company and Seller Representative.