Closing Cash Consideration Amount definition

Closing Cash Consideration Amount has the meaning set forth in Section 2.2(c).
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Closing Cash Consideration Amount means an amount equal to the Cash Consideration Amount less the Estimated Closing Adjustment and less the Indemnification Escrow Amount and True-Up Escrow Amount.
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Closing Cash Consideration Amount means cash in an amount equal to:
Sample 1

Examples of Closing Cash Consideration Amount in a sentence

  • The Estimated Closing Cash Consideration Amount, by wire transfer of immediately available funds, to the accounts of the Members as designated in accordance with Section 2.3 of this Agreement.

  • At the Closing, Buyers shall pay to Sellers an aggregate amount in cash equal to the Closing Cash Consideration Amount, by wire transfer of immediately available funds in accordance with the wiring instructions and allocation in the Payment Statement in accordance with the allocations set forth on Schedule C hereto (the “Purchase Price Allocation Schedule”).

  • Buyer has, and as of the Closing, will have readily available funds that are sufficient to effect the Closing and pay the Aggregate Closing Cash Consideration Amount and the other amounts set forth in Section 2.3 on the terms contemplated herein.

  • Any payments made pursuant to Section 2.6 shall constitute an adjustment of the Aggregate Closing Cash Consideration Amount for Tax purposes and shall be treated as such by the Parties on their Tax Returns to the extent permitted by Law.

  • For each Business Unit, the "True-up" shall be equal to the amount by which the Final Cash Consideration Amount exceeds (or is less than) the Closing Cash Consideration Amount.

  • Representative shall work together in good faith to amend the Tax Allocation Statement to the extent necessary to reflect any post-Closing adjustments to the purchase price (as determined for U.S. federal income tax purposes), whether due to payments made under Section 2.4 (Post-Closing Adjustment to the Estimated Closing Cash Consideration Amount), Section 2.5 (Earnout), or otherwise.

  • Any Closing Consideration Adjustment to be paid pursuant to Section 2.4(b) to the Members shall be allocated among the Members in the same manner as the Estimated Closing Cash Consideration Amount was allocated (subject to, for the avoidance of doubt, the proviso in Section 2.3(b)(i)(D)).

  • Such Buyer has, and shall have at the Closing, funds immediately available, as and when needed, that are necessary to (a) consummate the Acquisition at the Closing and pay the Closing Cash Consideration Amount, (b) otherwise perform its obligations under this Agreement and (c) pay any fees, expenses or other amounts payable by such Buyer in connection with the consummation of the transactions contemplated hereby.

  • Any indemnification payment made under this Agreement shall be treated as an adjustment to the Closing Cash Consideration Amount for Tax purposes unless otherwise required by applicable Law.

  • The Parties agree to allocate the Closing Cash Consideration Amount, the Final Cash Consideration Amount, the Contingent Payment and other consideration payable hereunder (as possibly adjusted pursuant to Section 2.10 with respect to the Principal Closing) and Assumed Obligations among the Purchased Assets as set forth on SCHEDULE 2.11.


More Definitions of Closing Cash Consideration Amount

Closing Cash Consideration Amount means cash in an amount equal to: (a) the Upfront Cash Consideration; (b) minus the Securityholders’ Representative Reserve; (c) minus the Escrow Amount; (d) minus the Closing Date Bonus Consideration, (e) minus the Estimated Closing Date Indebtedness; (f) minus the Estimated Closing Date Transaction Expenses; (g) plus the Estimated Closing Date Cash Amount; (h) plus Estimated Net Working Capital Adjustment; and (i) plus the Aggregate Exercise Amount.
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Closing Cash Consideration Amount means the solution of (a) the Purchase Price, plus (b) the Estimated Adjustment Amount, minus (c) the Escrow Amount.
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Closing Cash Consideration Amount means an amount equal to the Cash Consideration Amount less the amount of Closing Indebtedness, less the Escrow Cash Amount, plus the amount of any Estimated Closing Surplus, less the amount of any Estimated Closing Deficiency.
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Related to Closing Cash Consideration Amount

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Closing Amount has the meaning set forth in Section 2.3.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Cash Election Amount means the product of the number of Cash Election Shares multiplied by the Cash Election Consideration.