Closing Amounts definition

Closing Amounts means the Closing Working Capital, the Closing Cash, the Closing Indebtedness and the Closing Transaction Costs.

Closing Amounts has the meaning set forth in Section 4.04.

Closing Amounts means the actual value obtained by recalculating the Estimated Closing Amounts, based on the books of Seller, as determined in accordance with GAAP consistent with past practice and the accounting principles set forth in Schedule 3.3 and Section 3.3 above (the “Agreed Principles”), using actual values as of the end of business on the Closing Date rather than estimates.

Examples of Closing Amounts in a sentence

• Parent shall cause the Surviving Corporation to provide to the Paying Agent on a timely basis, promptly (in any event no later than the immediately following business day) after the Effective Time, and as and when needed after the Effective Time, cash necessary to pay the aggregate Closing Amounts for the Shares converted in the Merger into the right to receive the Merger Consideration (such cash being hereinafter referred to as the “Exchange Fund”).

• Parent currently has available to it, and Parent will cause Sub to have, (a) at the Acceptance Time, sufficient unrestricted funds to pay the aggregate Closing Amounts for all Shares validly tendered into the Offer, subject to the terms and conditions of the Offer and this Agreement and (b) at the Effective Time, sufficient unrestricted funds to pay in full the aggregate Closing Amounts, subject to the terms and conditions of this Agreement.

• If for any reason the Exchange Fund is inadequate to pay the aggregate Closing Amounts to which holders of Shares shall be entitled under Section 2.1(c), Parent shall promptly deposit or cause the Surviving Corporation promptly to deposit additional cash with the Paying Agent sufficient to make all payments of aggregate Closing Amounts, and Parent and the Surviving Corporation shall in any event be liable for payment thereof.

• In doing so, the Accountants shall also review the Closing Amounts.

• The Parties agree to work diligently and in good faith with one another to resolve any disagreements either may have with respect to the Closing Amounts Certificate or Closing Spreadsheet.

More Definitions of Closing Amounts

Closing Amounts has the mean specified in Section 1.5(d).

Closing Amounts means the Closing Working Capital, the Closing Cash, the Closing Indebtedness, the Closing Transaction Costs and the Net Tax Adjustment.

Closing Amounts has the meaning set forth in Section 2.7(a). “Closing Cash” means the amount, if any, of Cash as of immediately prior to the Closing. “Closing Certificate” has the meaning set forth in Section 6.2(h). “Closing Date” has the meaning set forth in Section 2.6. “Closing Fees” has the meaning set forth in Section 9.9(b). “Code” means Internal Revenue Code of 1986, as amended. “Xxxx Energy” has the meaning set forth in the recitals to this Agreement. “Xxxx Energy Interests” has the meaning set forth in the recitals to this Agreement. “Xxxx Markets” has the meaning set forth in the preamble of this Agreement. “Xxxx Transport” has the meaning set forth in the recitals to this Agreement. “Xxxx Transport Interests” has the meaning set forth in the recitals to this Agreement. “Companies” has the meaning set forth in the recitals to this Agreement.

Closing Amounts means the Net Working Capital Amount, Indebtedness and Company Transaction Expenses.

Closing Amounts has the meaning set forth in Section 2.7(a).

Closing Amounts has the meaning given such term in Section 2.6(a).

Closing Amounts shall have the meaning assigned in Section 2.7.