Closing Date Amount definition

Closing Date Amount has the meaning set forth in Section 2.2(d) hereof.

Closing Date Amount is defined in Section 3.2(b).

Closing Date Amount means an amount equal to (a) the Closing Consideration minus (b) the Indemnity Escrow Deposit minus (c) the Retention Bonus Amount minus (d) the Estimated Deferred Compensation Liability minus (e) the Deferred Compensation Employer Payroll Taxes minus (f) Closing Bonus Payments.

Examples of Closing Date Amount in a sentence

• Any delays in the delivery of the documents and information provided for in Section 7.6.1 shall subject Seller to a non-compensatory daily fine in favor of Buyer, in an amount corresponding to one percent (1%) of the Closing Date Amount per day of delay, calculated, in each case, between the day following the expiration of the term for delivery of a given set of data and the date in which it is effectively delivered, without prejudice to Buyer’s right to terminate this Agreement.

• The following table summarizes the purchase consideration paid and the amounts of estimated fair value of the assets acquired at the Closing Date: Amount $000Prepaid expenses15Goodwill2,283Client relationships1,673Trade name29 4,000In conjunction with the purchase agreement, a one-year consulting agreement with the Seller was obtained in which $100,000 will be paid in equal monthly instalments.

• The purchase price payable by Purchaser to Seller (or, if applicable, the Subsidiary Transferor) for the Acquired Interests at Closing and, if applicable, after Closing shall be the Purchase Price set forth in Part I of Appendix B (which Purchase Price consists of the Closing Date Amount and the Funding Date Amount) as determined, if applicable, by the Method of Calculation (if any) set forth in Part I of Appendix B.

• Assuming Purchaser has the requisite corporate or other organizational power and authority to be the lawful owner of the Transferred Equity Interests, upon completion of the actions described in Section 1.03(b) and Seller’s receipt of the Initial Closing Date Amount, Purchaser shall be the record and beneficial owner of the Transferred Equity Interests, free and clear of all Liens, other than those arising from acts of Purchaser or its Affiliates.

• As PAH usually presents as mild shortness of breath the evaluation processe outlined in section 7.3 should be followed for any patient presenting with shortness of breath.

More Definitions of Closing Date Amount

Closing Date Amount means the Purchase Price plus or minus the estimated adjustment being made pursuant to Section 4.4.

Closing Date Amount has the meaning specified in Clause 4.1.1.

Closing Date Amount has the meaning set forth in Section 6.1(b);

Closing Date Amount shall have the meaning given to such term in Section 3.02.

Closing Date Amount is equal to (i) the Preliminary Purchase Price (as such amount may be reduced pursuant to footnote * on Schedule 3.1(a)) minus (ii) the Escrow Amount.

Closing Date Amount means the amount equal to the Purchase Price, plus Estimated Cash, minus Estimated Indebtedness, plus Estimated Working Capital, minus Target Working Capital, minus Estimated Transaction Expenses, plus the Estimated Acquisition Amount, minus the Escrow Amount, minus the Aggregate Rollover Amount. “Closing Date Seller Amount” means, with respect to (i) Holdings Seller, the product resulting from multiplying the Per Unit Closing Date Amount by the number of Preferred Units held by Holdings immediately prior to the Closing, and (ii) any Management Seller, the aggregate sum of the Per Unit Closing Date Amounts with respect to all of the Company Units (other than any Rollover Units) held by such Management Seller immediately prior to the Closing. “Closing Indebtedness” has the meaning assigned to it in Section 1.06(b)(ii). “Closing Transaction Expenses” has the meaning assigned to it in Section 1.06(b)(iv). “Closing Working Capital” has the meaning assigned to it in Section 1.06(b)(iii). “Code” has the meaning assigned to it in Section 4.10(d). “Commercial Tax Agreements” has the meaning assigned to it in Section 3.05(f). “Common Units” means the Common Units (as defined in the Company LLC Agreement). “Company” has the meaning assigned to it in the Preamble to this Agreement. “Company ERISA Affiliate” means any entity that is treated as a single employer with the Company or any of its subsidiaries under Section 414 of the Code or Section 4001 of ERISA. “Company Insurance Policies” has the meaning assigned to it in Section 4.17. “Company Leased Real Property” has the meaning assigned to it in Section 4.08(b). “Company LLC Agreement” means the Second Amended and Restated Limited Liability Company Agreement of the Company, effective as of May 11, 2018. “Company Material Adverse Effect” means any fact, change, event, circumstance, occurrence, effect or development (a “Change”) that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, assets, liabilities, financial condition or results of operations of the Company and its subsidiaries, taken as a whole; provided, however, that no such Change, either alone or in combination with any other of the following matters, arising out of, relating to or resulting from or in connection with any of the following matters shall be deemed to constitute, contribute to or be taken into account in determining whether there has been Company Material Adverse Effect: (A) the ...

Closing Date Amount shall have the meaning set forth in Part I of Appendix B.