Closing Deductions definition

Closing Deductions means an amount equal to the sum of (1) the Company Indebtedness at Closing, (2) the Company’s Current Liabilities at Closing and (3) the Company Transaction Expenses.
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Closing Deductions is defined in Section 8.4(a).
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Closing Deductions means the sum of the following amounts as of immediately prior to the Effective Time: (a) the Closing Indebtedness Amount; plus (b) the current liabilities of the Acquired Companies (other than liabilities attributable to Deferred Revenue), including all unpaid Company Transaction Expenses but excluding any amounts included in the Closing Indebtedness Amount; plus (c) the following costs related to the Acquired Companies’ Deferred Revenue: network/delivery costs, third-party platform fees, developer royalties and the Company’s reasonable estimate of Taxes that are payable by the Acquired Companies after the Closing Date with respect to such Deferred Revenue , based on an assumed Tax rate of 37%, with each of (a), (b) and (c) determined in accordance with GAAP and computed in a manner consistent with Exhibit G. For the avoidance of doubt, the deferred tax liabilities of the Acquired Companies shall not be included in the “Closing Deductions.”
Sample 1

Examples of Closing Deductions in a sentence

  • The Purchaser shall not subsequently claim for its benefit, and will cause the Taxpayers and their Affiliates not claim for their benefit, any Closing Deductions that it does not approve pursuant to the preceding sentence.

  • If the Company or the Buying Group has other items of deduction, loss or credit, such other items shall be deemed used subsequent to use of the Closing Deductions in connection with the determination of the amount of any Utilized Tax Attributes payable to the Common Stock Sellers under this subsection (c) (such convention with respect to the ordering of the use of the Closing Deductions and other Tax benefits, the “Ordering Rule”).

  • The Closing Deductions shall, in all events, be treated as occurring in the Short Period (as defined in Section 11.6(a)) and/or in the pre-Closing portion of the Straddle Period.

  • If the final amount of the other Closing Deductions as determined pursuant to this Section 2.5 is greater than the estimated amount deducted from the Purchase Price at Closing for such items, then, within five (5) Business Days after the determination of the final amount of the Other Closing Deductions, Sellers will pay Buyer an amount equal to the difference (with each Seller to pay its Pro Rata Percentage of such amount).

  • The Selected Firm’s determination of the Final Working Capital Schedule, the final Closing Date Cash and the final Other Closing Deductions will be based solely on presentations by Key Seller and Buyer, which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review).

  • As a result of the Closing Deductions, Parent may be entitled to a deduction for federal, state, local and foreign income and franchise tax purposes.

  • The Key Seller shall consult with Buyer in the preparation of the Preliminary Working Capital Schedule, the Other Closing Deductions and the estimated amount of the Closing Date Cash.

  • The Selected Firm’s determination of the Final Working Capital Schedule, the final Closing Date Cash and the final Other Closing Deductions will become final and binding on the Parties on the date the Selected Firm delivers its final resolution in writing to the Parties.

  • Section 8.4(d) of the Disclosure Letter sets forth an illustrative description of the mechanics of Section 8.4(a), (b) and (c) hereof and makes reference to estimated amounts of the Closing Deductions and Tax Benefit Amount, which estimated amounts are subject to verification after the Closing.

  • Buyer and Key Seller will cooperate in good faith to attempt to resolve any such dispute as promptly as possible, and upon such resolution, Buyer and Key Seller will prepare a working capital schedule in accordance with such resolution, which shall be deemed the Final Working Capital Schedule, and calculations of the final amount of the Other Closing Deductions and the Closing Date Cash.


More Definitions of Closing Deductions

Closing Deductions means the amounts described in clauses (i) through (v) of Section 1.3(b) above.
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Closing Deductions has the meaning set forth in Section 1.2(d).
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Closing Deductions shall be: (i) to the extent not already discharged by FCL, the obligations and costs of fully funding or contributing to any FCL benefit plans, including, but not limited to Simple XXX plans, 401(k) plans, health plans, and pension and profit sharing plans, for the benefit of its personnel in accordance with all applicable laws and regulations based upon amounts due or to become due prior to and including the Closing Date. (ii) Subject to Section 2.4(d)(i), accrued liabilities relating to FCL’s employees and staff with respect to periods prior to the Closing, including, without limitation, payroll and payroll tax obligations, back salaries, deferred compensation, accrued but unused sick time and vacation time (other than sick time or vacation time used by FCL employees between the date of this agreement and the end of the 2012 calendar year), overtime, and bonuses. (iii) Accounts payable accrued more than thirty (30) days prior to the Closing Date. (iv) The amount, if any, by which cash and bank deposits of FCL are less than Twenty-Five Thousand Dollars ($25,000) at the time of Closing. (v) Expenditures of cash and cash equivalents since October 19, 2012 which were outside the ordinary course of business. (vi) Any Shareholder distribution, or similar expenditure, between October 19, 2012 and the Closing Date. (vii) The amount required to extinguish all outstanding indebtedness for money borrowed by FCL, including without limitation bank or other lender debt, indebtedness to Shareholders, and all debt which is secured by liens (other than Permitted Encumbrances) on assets of FCL with the exception of (A) accounts payable and payroll obligations as provided in Sections 2.4(c)(ii), 2.4(c)(iii) and 2.4(d); and (B) debt secured by liens on (I) motor vehicles owned by FCL and (II) laboratory diagnostic and/or operating equipment owned or leased by FCL. (viii) Any amount paid by FCL since October 19, 2012, for legal, accounting, and investment banking services relating to this Agreement and the transactions provided for herein, as well as any unpaid balances due to such advisors as of the Closing Date (it being the understanding of the parties that any remaining unpaid balances due to such advisors as of the Closing Date will be discharged by BRL in connection with the Closing, out of the proceeds otherwise payable to the Shareholders).
Sample 1
Closing Deductions shall not include (and Shareholders shall have no liability with respect to) the following: (i) Payroll obligations (including payroll taxes and similar charges) accrued in the ordinary course of business during the pay period(s) following December 15 (which BRL will cause FCL to discharge following the Closing); and (ii) Accounts payable accrued in the ordinary course of business during the thirty (30) day period preceding the Closing Date, which, to the extent previously discharged by FCL, shall be accounted for as a credit to Shareholders on the Closing Statement.
Sample 1
Closing Deductions means the total of: (1) Closing Date Fee Payments (as defined in Section 8.2(b)); (2) the cumulative sum obtained by adding the Vested SAR Value for each SAR Holder (as such terms are defined in Section 1.6); (3) any payment obligations of the Company due to its employees in the event of a change of control of the Company, including, without limitation, change of control bonuses in the aggregate amount of four hundred thousand dollars ($400,000) declared by the board of directors of the Company; and (4) all SAR Pay-outs made pursuant to Section 1.6.
Sample 1

Related to Closing Deductions

  • Transaction Deductions means the sum of all items of loss or deduction for U.S. federal income tax purposes resulting from or attributable to (a) the payment of legal, financial advisory, accounting and other fees and expenses of the Group Companies (but not of Buyer) in connection with the transactions contemplated hereby, including the Seller Transaction Expenses and (b) any other payment contemplated by this Agreement that is in the nature of compensation for U.S. federal income tax purposes.

  • Agreed Deductions means any deductions the Agency Worker has agreed can be made from their pay;

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.

  • Transaction Tax Deductions means, to the extent Tax deductible for Income Tax purposes, all compensation attributable to payments by a Company or Company Subsidiary on or prior to the Closing Date, including employee transaction-related bonuses, change of control payments, and severance payments, resulting from or related to the consummation of the Contemplated Transactions that are charged to Sellers as part of the Transaction Expenses.

  • Allowable Deductions means the following costs, charges, and expenses incurred or accrued by Payor:

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

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

  • Permitted Deductions means the sum of, without duplication, the following costs or expenses:

  • 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.

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

  • 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.

  • Transfer Taxes has the meaning set forth in Section 6.05.

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

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

  • 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.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

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

  • Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.

  • Pre-Closing Tax Returns has the meaning set forth in Section 4.02(b).

  • Closing Fee has the meaning set forth in Section 2.09(c).