Closing Date Adjustments definition

Closing Date Adjustments has the meaning set forth in Section 1.6(e).
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Closing Date Adjustments has the meaning specified in Section 2.11(a).
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Closing Date Adjustments shall have the meaning set forth in SECTION 5.2. "CLOSING DATE STOCK PRICE" shall have the meaning set forth in SECTION 4.2. "CLOSING WORKING CAPITAL" shall have the meaning set forth in Section 5.1.2. "CODE' shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. "CONTINGENT PAYMENT" shall have the meaning set forth in SECTION 4.2. "CONTINGENT PAYMENT DATE" shall have the meaning set forth in SECTION 4.2. "CONTINGENT PAYMENT DATE STOCK PRICE" shall have the meaning set forth in SECTION 4.2. "CONTRACT DATE" shall have the meaning set forth in the Preamble. "CONTRACTS" shall have the meaning set forth in SECTION 2.1.2. "COVENANTS" shall have the meaning set forth in SECTION 6. 1. "CUSTOMER CONTRACT" shall have the meaning set forth in Section 2.1.2. "EMPLOYEE PLAN" shall have the meaning set forth in SECTION 7.11. "EMPLOYMENT AGREEMENTS" shall have the meaning set forth in SECTION 6.2. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. "ESTIMATED CLOSING DATE WORKING CAPITAL" shall have the meaning set forth in SECTION 5.1.1. "ENVIRONMENTAL LAWS" shall mean all foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, legally binding decrees or other requirement of any governmental agency (including, without limitation, common law) regulating, relating to or imposing liability or standards of conduct concerning protection of the environment or of human health relating to handling of or exposure to any kind of hazardous substance, gasoline, or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, ureaformaldehyde insulation, asbestos or asbestos-containing materials, pollutants, contaminants, radioactivity, and any other materials or substances of any kind, whether solid, liquid, or gas, and whether or not any such substance is defined as hazardous under any law, that is regulated pursuant to any law or that could give rise to liability under any law, as has been, is now, or may at any time hereafter be, in effect. "EXCLUDED ASSETS" shall mean those assets not included among the Assets purchased, as listed in SECTION 2.2. "EXERCISE PRICE" shall have the meaning set forth in SECTION 4.1. "FINANCIAL STATEMENTS" shall have the meaning set forth in SECTION 7.17. "GAAP" shall mean United States generally accepted accounting principles consistently applied. "HIRED EMPLOYEES" shall have t...
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Examples of Closing Date Adjustments in a sentence

  • Within ninety (90) days after the Closing, Buyer shall deliver to Seller a statement of any adjustments to Seller’s estimate of the Closing Date Adjustments, and no later than the close of business on the thirtieth (30th) day after the delivery of such statement (the “Payment Date”), Buyer shall pay to Seller, or Seller shall pay to Buyer, as the case may be, any amount due as a result of the adjustment (or, if there is any good faith dispute, the undisputed amount).

  • At the Closing, the net amount due to Buyer or Seller, as applicable, as a result of the estimated Closing Date Adjustments shall be applied as an adjustment to the Purchase Price.

  • The Closing Date Adjustments shall constitute a composite ----------- accounting of the different items described below in this Section.

  • Expenses for goods or services received both before and after the Adjustment Date, interest expenses, Taxes and assessments, power and utilities charges, and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer as of the Adjustment Date (the "Closing Date Adjustments").

  • Expenses for goods or services received both before and after the Adjustment Time, taxes and assessments, power and utilities charges, and rents and similar prepaid and deferred items shall be prorated between Seller and Purchaser as of the Adjustment Time (the "Closing Date Adjustments").

  • If there is a Bifurcated Closing, then the Closing Date Adjustments shall be made as of each Closing Date with respect only to those Purchased Assets that are the subject of such Closing.

  • Any additional payments from the STOCKHOLDERS arising from the Closing Date Adjustments shall be paid by and allocated among the STOCKHOLDERS in accordance with the provisions set forth in Annex III under the caption "Post-Closing Adjustments to Merger Consideration".

  • The Closing Date Adjustments shall be estimated by Buyer and Shareholders on the Closing Date.

  • Within sixty (60) days after the Closing Date, Buyer and Shareholders shall cooperate with each other to verify the amounts of the estimated Closing Date Adjustments based on all post closing information.

  • Shareholders at Closing shall provide Buyer with the amount of all accrued wages, salaries, vacation pay, sick pay and other sums due employees through the close of business on the Closing Date, which amount shall be considered to be an account payable for purposes of estimating the Closing Date Adjustments..


More Definitions of Closing Date Adjustments

Closing Date Adjustments means the total sum that the Purchase Price is to be increased or decreased at Closing computed by increasing or decreasing the Purchase Price as follows based on the following amounts as of the Closing Date: (i) increasing the Purchase Price by the amount of cash in the deposit accounts of CSSS, not including cash held as deposits; (ii) reducing the Purchase Price by revenue collected by CSSS for services not fully rendered by CSSS as of the Closing Date; (iii) reducing the Purchase Price by the accounts payable of CSSS; and (iv) reducing the Purchase Price by amounts necessary for CSSS to pay Secure Global Solutions to complete the installation and training of the monitoring software system Secure Global Solutions is currently installing for CSSS
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Closing Date Adjustments has the meaning specified in Section 3.6(a).
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Closing Date Adjustments shall have the meaning set forth in SECTION 5.2.
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Related to Closing Date Adjustments

  • Financing Costs Adjustment Date means each of the following days:

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

  • Rate Adjustment Date With respect to each ARM Loan, the date on which the Note Rate adjusts.

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • 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.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

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

  • Interest Adjustment Date With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • SNB Adjustment Spread means, with respect to the SNB Policy Rate, the spread to be applied to the SNB Policy Rate in order to reduce or eliminate, to the extent reasonably practicable under the circumstances, any economic prejudice or benefit (as applicable) to Noteholders as a result of the replacement of the Swiss Average Rate Overnight with the SNB Policy Rate for purposes of determining SARON, which spread will be determined by the Calculation Agent, acting in good faith and a commercially reasonable manner, taking into account the historical median between the Swiss Average Rate Overnight and the SNB Policy Rate during the two year period ending on the date on which the SARON Index Cessation Event occurred (or, if more than one SARON Index Cessation Event has occurred, the date on which the first of such events occurred).

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Value Adjustments means cash lending revenues and other revenues on collateral in respect of a Series of ETP Securities.

  • Interest Rate Adjustment Date With respect to each Adjustable Rate Mortgage Loan, the date, specified in the related Mortgage Note and the related Mortgage Loan Schedule, on which the Mortgage Interest Rate is adjusted.

  • Initial Adjustment Date As to any Adjustable Rate Mortgage Loan, the first Adjustment Date following the origination of such Mortgage Loan.

  • Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).

  • Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.

  • SOFR Adjustment Date means the second U.S. Government Securities Business Day before the first day of such Interest Period.

  • Closing Date Balance Sheet has the meaning specified in Section 2.7.

  • Spread Adjustment means 100 basis points.

  • Payment Adjustment Date With respect to each ARM Loan, the date on which the Borrower's Monthly Payment changes in accordance with the terms of the related Mortgage Note.

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

  • LIBOR Rate Adjustment Date With respect to each Distribution Date, the second LIBOR Business Day immediately preceding the commencement of the related Interest Accrual Period.