Closing Cash Payments definition

Closing Cash Payments has the meaning set forth in Section 2.3(a).
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Closing Cash Payments is defined in Section 2.11(a)(ii).
Sample 1

Examples of Closing Cash Payments in a sentence

  • For the avoidance of doubt, the Final Purchase Price shall be equal to the aggregate of the Closing Cash Payments made at each Closing.

  • Noble shall pay to CONSOL the Post Closing Cash Payments as and when required under the Acquisition Agreement.

  • Promptly following the Closing, Sellers shall, from the proceeds of the Closing Cash Payments and all other available cash and cash equivalents of Sellers, satisfy and discharge the following liabilities and obligations: all accounts payable and liabilities of Sellers accrued or accruing as of the Closing Date other than Assumed Liabilities and (other than liabilities to any Affiliate of Sellers or to Xxxxxx X.

  • If a Seller's name appears on Exhibit 1 more than once, then such Seller shall receive (i) the sum total of the Closing Cash Payments set forth beside his name and (ii) the sum total of the Final No. of Buyer Shares set forth beside his name.

  • Wherefore, in consideration of the foregoing and mutual promises hereinafter set forth, and in lieu of additional formal hearings, Xxxxx X.

  • The "Initial Payment Fund" means an amount equal to (i) the Aggregate Consideration, less (ii) the Total Closing Cash Payments, less (iii) the Escrow, less (iv) the product of the Per Share Series D Cash Amount times the number of shares of Series D Stock that constitute Dissenting Stock.

  • On the Closing Date, Buyer shall pay to CTI the sum of $4.6 million and to Biotech the sum of $1 million (collectively, the "Closing Cash Payments") by wire transfer of immediately available funds to such accounts as may be designated by the respective Sellers prior to the Closing.

  • The aggregate merger consideration to be paid or issued hereunder shall be an amount equal to the Parent Consideration Shares, the Parent Closing Cash Payments and any Closing Assumed Liabilities in excess of the Parent Closing Cash Payments (but up to the Target Assumed Liabilities) (the “Purchase Price”).

  • If the Purchase Price as finally determined is less than the Closing Cash Payments at the Closing, then the Sellers shall pay to Buyer an amount equal to such difference within five days after the date on which the Working Capital Adjustment and the Capital Expenditure Adjustment, as of the Closing Date, are finally determined in accordance with Section 2.3(e) or Section 2.3(f).

  • For the avoidance of doubt, payment by Buyers in the Estimated Closing Cash Payments of any amount set forth in the Estimated Closing Statement shall not be deemed to be an acceptance by Buyers of Sellers’ application of the Audit Methods, the Agreed Accounting Principles or the Tax Gross-Up Principles in the Estimated Closing Statement or of Sellers’ calculations therein or waiver of any of Buyers’ rights under this Agreement.

Related to Closing Cash Payments

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

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

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

  • 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.

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

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

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Cash Payment has the meaning set forth in Section 2.02(a).

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

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

  • 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.

  • 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 Date Cash has the meaning specified in Section 3.4(a).

  • Earnout Payments has the meaning set forth in Section 2.2(a).

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

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

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

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

  • Working Capital Escrow Amount means $2,000,000.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Closing Indebtedness Amount means, as of immediately prior to the Effective Time, the aggregate amount of Indebtedness of the Company, including all accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Indebtedness through the Effective Time.

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

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Performing Cash Pay Mezzanine Investments means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Closing Payment has the meaning set forth in Section 2.2.

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