Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.
Delay Delivery Certification As defined in Section 2.02(a) hereof.
closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date;
Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.
Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.
First Amendment Closing Date has the meaning assigned to such term in the First Amendment.
Closing Checklist means the schedule, including all appendices, exhibits or schedules thereto, listing certain documents and information to be delivered in connection with the Agreement, the other Loan Documents and the transactions contemplated thereunder, substantially in the form attached hereto as Annex D.
Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.
Closing Statement means the Closing Statement in the form on Annex A attached hereto.
Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Third Amendment Closing Date has the meaning assigned to such term in the Third Amendment.
Approval Letter means the letter from WRAS to the Applicant confirming the grant of WRAS Approval in respect of a Product;
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.
Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.
Buyer Initial s/ GEC /s/ VKC Purchase Agreement for Xxxxx Xxxxxxxxx'x-Xxxxxxxxx, NV Buyer shall be allowed five (5) days after receipt of said commitment for examination and the making of any objections to marketability thereto, said objections to be made in writing or deemed waived. If any objections are so made, the Seller shall be allowed eighty (80) days to make such title marketable or in the alternative to obtain a commitment for insurable title insuring over Buyer's objections. If Sellers shall decide to make no efforts to make title marketable, or is unable to make title marketable or obtain insurable title, (after execution by Buyer of such documents reasonably requested by Seller to evidence the termination hereof) Buyer's First Payment shall be returned and this Agreement shall be null and void and of no further force and effect. Seller has no obligation to spend any funds or make any effort to satisfy Buyer's objections, if any. Pending satisfaction of Buyer's objections, the payments hereunder required shall be postponed, but upon satisfaction of Buyer's objections and within ten (10) days after written notice of satisfaction of Buyer's objections to the Buyer, the parties shall perform this Agreement according to its terms.
Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.
Fourth Amendment Closing Date the date on which all the conditions precedent set forth in Section 3 of the Fourth Amendment shall be satisfied or waived.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.