Closing Date Cash Purchase definition

Closing Date Cash Purchase means the portion of the Closing Date Cash Payment (as defined in the Acquisition Agreement) equal to the GCL Closing Cash (as defined in the Acquisition Agreement) in an amount not to exceed $400,000,000.
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Examples of Closing Date Cash Purchase in a sentence

  • Buyer has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Closing Date Cash Purchase Price and the Deferred Payment and to consummate the transactions contemplated by this Agreement.

  • The Cash Purchase Price shall be adjusted following the Closing based on the difference between the Final Closing Date Cash Purchase Price (as determined in accordance with this Section 1.6 (Adjustment of the Cash Purchase Price)) and the Estimated Cash Purchase Price, and payment shall be made in respect of any such post-Closing adjustment as set forth in Section 1.6(e).

  • Unless otherwise agreed by Buyer, Buyer may deduct from the Closing Date Cash Purchase Price otherwise payable to the Stockholders pursuant to Section ‎2.2(a) above the amount of Debt payable on the Closing Date in accordance with the payoff letters if Buyer makes payments of such Debt amounts to the applicable counterparties in accordance with the instructions set forth in the debt payoff letters.

  • For the avoidance of doubt, unless the Sellers’ Representative otherwise agrees in writing, Purchaser may not amend, adjust, supplement or modify the Closing Statement or the amount of Closing Date Cash Purchase Price following its delivery to the Sellers’ Representative.

  • At the Closing and subject to Section ‎2.2(c) below, Buyer shall pay the Closing Date Cash Purchase Price to each Stockholder in the amounts and to the account set forth on Schedule I for distribution to the Stockholders by wire transfer of immediately available funds, subject to Section 2.3 (b) hereof.

  • If the Final Closing Date Cash Purchase Price, as set forth on the Final Closing Statement, is greater than the Estimated Closing Date Cash Purchase Price, as set forth on the Estimated Closing Statement, then Buyer shall pay to Seller an amount equal to the difference between the Final Closing Date Cash Purchase Price and the Estimated Closing Date Cash Purchase Price.

  • State-required subjects, except health and physical education, are offered at different levels of academic difficulty, ranging from Advanced Placement (AP), Honors (H), College Prep (CP) and Academic College Prep (AC) courses.

  • If the Final Closing Date Cash Purchase Price, as set forth on the Final Closing Statement, is less than the Estimated Closing Date Cash Purchase Price, as set forth on the Estimated Closing Statement, then Seller shall pay to Buyer an amount equal to the difference between the Estimated Closing Date Cash Purchase Price and the Final Closing Date Cash Purchase.

  • Unless otherwise agreed by Buyer, Buyer may deduct from the Closing Date Cash Purchase Price otherwise payable to the Stockholders pursuant to Section 2.2(a) above the amount of Debt payable on the Closing Date in accordance with the payoff letters if Buyer makes payments of such Debt amounts to the applicable counterparties in accordance with the instructions set forth in the debt payoff letters.

  • At the Closing, Purchaser shall pay to Seller the Closing Date Cash Purchase Price.

Related to Closing Date Cash Purchase

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

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

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

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

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

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

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit F-1.

  • Closing Date Term Loan has the meaning set forth in Section 2.4(a).

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

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • 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).

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

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • 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).

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Additional Closing Date has the meaning set forth in Section 3.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Closing Date Refinancing means the repayment, repurchase, redemption, defeasance or other discharge of the Existing Debt Facility and termination and/or release of any security interests and guarantees in connection therewith.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).

  • Closing Date Term Loan Commitment means, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1.1(b) as such Lender’s Closing Date Term Loan Commitment. The aggregate amount of the Closing Date Term Loan Commitments as of the Closing Date is $820,000,000.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.