Adjusted Closing Payment definition

Adjusted Closing Payment is defined in Section 1.5(a).
Adjusted Closing Payment has the meaning provided such term in Section 2.5.
Adjusted Closing Payment means an amount equal to (a) the Base Amount; plus (b) if the Final Working Capital is greater than the Target Working Capital, an amount equal to the Final Working Capital minus the Target Working Capital; minus (c) if the Final Working Capital is less than the Target Working Capital, an amount equal to the Target Working Capital minus the Final Working Capital; minus (d) Final Indebtedness; minus (e) Final Transaction Expenses; plus (f) Final Cash, minus (g) the Indemnification Escrow Amount.

Examples of Adjusted Closing Payment in a sentence

  • Sellers warrant to Purchaser, Purchaser Ohio Affiliate, Worthington Warehouse and WS Michigan that, at the time of the Closing, the Purchased Assets shall, except for the filing of any required UCC-3 termination statements and any discharge of mortgage (which will be filed promptly following the receipt by Sellers of the Adjusted Closing Payment), be free and clear of all Encumbrances, except for Permitted Liens.

  • The Parties acknowledge that, except with respect to the employee bonus payments to be paid by the Company in connection with the Closing, no withholding is required from the Estimated Closing Payment or the Adjusted Closing Payment under current applicable law, assuming the accuracy of the representation contained in S ection 2.10(y) and delivery of the certificate described inS ection 1.2(a)(viii).

  • On July 20, 2011, Ford sent a letter to Huncilman terminating all of its purchase orders with Huncilman.

  • As promptly as practicable, and in any event, within one hundred twenty (120) days after the Closing Date, Buyer will deliver to Shareholder the Closing Statement, together with supporting documentation reasonably sufficient to confirm and support Buyer’s calculation of the PP Components and the Adjusted Closing Payment.

  • The aggregate purchase price for all of the Shares shall be $61,000,000 (the "Closing Payment"), as adjusted pursuant to Sections 2.2(c), (d) and (e) hereof (the "Adjusted Closing Payment"), and the contingent right to receive the contingent payments described in Section 2.2(f) below (each a "Contingent Payment" and, together with the Adjusted Closing Payment, the "Purchase Price"), provided, however, that the aggregate amount of the Contingent Payments shall not exceed $14,000,000.


More Definitions of Adjusted Closing Payment

Adjusted Closing Payment has the meaning set forth in Section 2.9(c).
Adjusted Closing Payment means cash in an amount equal to (i) the Closing Payment less (ii) the Transaction Cost Amount (to the extent unpaid as of the Closing) less (iii) the Working Capital Shortfall, if any, less (iii) the Company Debt Excess, if any, less (iv) the Closing Date Cash Shortfall, if any, plus (v) the Working Capital Excess, if any, plus (vi) the Company Debt Shortfall, if any, plus (vii) the Closing Date Cash Excess, if any.
Adjusted Closing Payment as defined in Section 3.2(e)(i).
Adjusted Closing Payment means an amount equal to (a) the Base Amount, plus (b) Final Cash, minus (c) Final Indebtedness, minus (d) Final Transaction Expenses, plus (e) the excess, if any, of the amount of Final Net Working Capital over the amount of the Net Working Capital Target, minus (f) the excess, if any, of the amount of the Net Working Capital Target over the amount of the Final Net Working Capital, minus (g) the Working Capital Escrow Amount, and plus (h) the PRF Qualified Expenditures Amount (not to exceed $700,000).
Adjusted Closing Payment shall be an amount equal to the sum of (a) $412,500,000 plus the amount (if any) by which the Closing Shareholder’s Equity exceeds $302.4 million and minus the amount (if any) by which the Closing Shareholder’s Equity is less than $302.4 million.
Adjusted Closing Payment has the meaning ascribed to it in paragraph 4.1(2);
Adjusted Closing Payment is defined in Section 2.13(a).