as Closing Date Debt Sample Clauses

as Closing Date Debt. The Closing Date Debt shall be based on pay-off letters obtained from the Corporation's and KCI's lenders. The Effective Date Current Assets, Effective Date Current Liabilities, the Net Profit, the Net Loss and the Post Closure Liability shall be based on estimates of such amounts delivered to WCI by the Corporation and KCI at Closing. As used herein, the term "Net Profit" or "Net Loss" shall mean the net profit or net loss of the Corporation and the KCI Business calculated in materially the same manner that net profit and net loss were calculated for the Corporation and the KCI Business for the periods prior to the Effective Date, and which profits or losses shall be incurred in compliance with Section 5 herein. The term "Post Closure Liability" shall mean the amount by which the Corporation's estimated closure and post closure liabilities with respect to the landfill set forth on Schedule A (based on engineering estimates taking into account the airspace depleted prior to the Effective Date) exceeds the reserves established therefor (the "Reserves"), all as more specifically set forth on Schedule 1.5(a)(iv). At Closing, the following portion of the Purchase Price shall be paid to the Shareholders and KCI in immediately available funds by wire transfer: eight million one hundred thousand dollars ($8,100,000) (v) minus the Closing Date Debt, (w) plus or minus, as the case may be, any estimated Net Loss or Net Profit (x) minus the Post Closure Liability, (y) plus or minus, as the case may be, the amount by which the estimated Effective Date Current Assets are greater or less than the estimated Effective Date Current Liabilities, and (z) plus $104,213.25 included in Closing Date Debt as set forth above. Within ninety (90) days after the Closing, WCI and the Shareholders shall determine the actual Closing Date Debt, Effective Date Current Assets, Effective Date Current Liabilities, Net Profit or Net Loss, and Post Closure Liability. If the difference between the actual amounts of such items and the estimated amounts provided at Closing results in an increase in the amount that should have been paid at the Closing over the amount that was so paid, WCI shall promptly pay such amount to the Shareholders or KCI, as the case may be; if the result is a decrease in the amount that should have been paid at the Closing from the amount that was so paid, the Shareholders or KCI, as the case may be, shall promptly pay such amount to WCI (the "Post Closing Adjustment").
Sample 1
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Related to as Closing Date Debt

  • Initial Closing Date The obligation of each Buyer hereunder to purchase the Initial Preferred Shares at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Closing Date Delivery 2 2.1 Closing.........................................................................................2

  • Closing Date Transactions On the Closing Date, subject to the satisfaction of the terms and conditions herein:

  • Additional Closing (i) Upon the terms and subject to the conditions set forth herein, five (5) calendar days following the filing with the Commission of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Closing. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closing shall occur at the offices of Xxxxx Xxxxxxx LLP, counsel to the Purchaser, or such other location as the parties shall mutually agree.

  • Additional Closing Documents The Company shall have received the following documents and instruments:

  • The First Closing Date Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxxxxx & Xxxxxxx LLP (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on [•], or such other time and date not later than 1:30 p.m. New York City time, on [•] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.

  • Closing Date Balance Sheet The Buyer shall cause the Company to provide Sellers' Accountants with full and complete access to the books and records of the Company and to otherwise cooperate with and assist Sellers' Accountants in the preparation of the Closing Date Balance Sheet. Unless Buyer, within thirty (30) days after delivery of the Closing Date Balance Sheet, notifies Sellers' Representative in writing that Buyer objects to the determination of the Closing Date Stockholders' Equity, as reflected on the Closing Date Balance Sheet, and specifies the basis for such objection, which objection shall not include any dispute relating to or arising out of the Environmental Remediation Accrual or the Deferred Compensation Accrual, and the amount or amounts in dispute, the Closing Date Balance Sheet shall become final and binding upon the parties for purposes of this Agreement as of the day following the end of such thirty (30) day period, which shall be the Closing Date Balance Sheet Determination Date. If Buyer notifies Sellers' Representative of its objection, and if Sellers and Buyer, together with their respective advisors, are unable to resolve any such objections within fifteen (15) days after any such notice has been given, the dispute shall be submitted to the Accounting Firm, which shall be instructed to resolve the dispute expeditiously. The Accounting Firm shall make a final binding determination as to the matter or matters in dispute, and the date of such determination shall be the Closing Date Balance Sheet Determination Date. Buyer agrees to cooperate, and agrees to cause the Company to cooperate, with Sellers (and Sellers' authorized representatives), and Sellers agree to cooperate with Buyer and the Company (and their respective authorized representatives), in order to resolve any and all matters in dispute as soon as reasonably possible. The Sellers shall pay the fees, costs and expenses of the Sellers Accountants. Buyer shall pay the fees, costs and expenses of the Accounting Firm, unless the difference between (x) the proposed Closing Date Stockholders' Equity included on the Closing Date Balance Sheet delivered by the Sellers and (y) the determination by the Accounting Firm of the Closing Date Stockholders' Equity results in a reduction to the Purchase Price under Section 3.3.2 hereof, in which case the fees, costs and expenses of the Accounting Firm shall be paid by the Sellers.

  • Closing Date Deliveries On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Purchase Option.

  • Closing Date The date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on or around May 7, 2019.

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