Closing Liability Amount definition

Closing Liability Amount means, without duplication, the aggregate of (i) the line items of liabilities of the Company reflected on the Closing Balance Sheet (including all liabilities of the Company in respect of Taxes, but excluding such liability set forth on Schedule 1.1(d)) (excluding the line items of liabilities of the Company reflected on the Closing Balance Sheet for deferred rent of the Company attributable to the straight-lining of rent under GAAP); plus (ii) all Closing Indebtedness; plus (iii) all Transaction Expenses; plus (iv) all Change of Control Payments; plus (v) all Transaction Closing Payroll Taxes.
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Closing Liability Amount means, without duplication, the sum of (i) the Closing Indebtedness, (ii) all Deal Fees, (iii) all Change of Control Payments and (iv) all Transfer Costs. For the avoidance of doubt, no amount shall be included in more than one of clauses (i) through (iv) in the calculation of “Closing Liability Amount,” and “Closing Liability Amount” shall exclude any amount included in the calculation of the Closing Working Capital Adjustment.
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Closing Liability Amount means all Liabilities of the Company reflected on the Estimated Closing Balance Sheet, to be calculated as of immediately prior to the consummation of the Closing; provided, that (a) “Closing Liability Amount” shall not include any amounts taken into account in Seller Transaction Expenses and (b) any Taxes shall be calculated as of the end of the day on the Closing Date.
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Examples of Closing Liability Amount in a sentence

  • Any such Closing Liability Amount or Final Closing Cash Amount shall reflect in detail the differences, if any, between the Purchaser’s calculation as reflected in the Adjusted Closing Balance Sheet and the Dispute Notice as set forth in the Neutral Auditor’s determination of such amounts.

  • In connection with the resolution of any such dispute by the Neutral Auditor: (i) the Holder Representative and the Purchaser shall have a reasonable opportunity to meet with the Neutral Auditor to provide their views as to any disputed issues with respect to the calculation of the Closing Liability Amount and/or the Closing Cash Amount.

  • If the Final Closing Liability Amount is greater than the Estimated Closing Liability Amount (such excess, the “ Liability Excess Amount”) or the Final Closing Cash Amount is less than the Estimated Closing Cash Amount (such shortfall, “Cash Shortfall Amount”), then the Purchaser shall be entitled to receive, pursuant to Section 4.3(f), an aggregate amount equal to the sum of (1) the Liability Excess Amount, if any, plus (2) the Cash Shortfall Amount, if any (the “Negative Adjustment Amount”).

  • If the Final Closing Liability Amount is greater than the Estimated Closing Liability Amount (such excess, the “Liability Excess Amount”) or the Final Closing Cash Amount is less than the Estimated Closing Cash Amount (such shortfall, “Cash Shortfall Amount”), then 35 the Purchaser shall be entitled to receive, pursuant to Section 4.3(f), an aggregate amount equal to the sum of (1) the Liability Excess Amount, if any, plus (2) the Cash Shortfall Amount, if any (the “Negative Adjustment Amount”).

  • Not later than the third (3rd) Business Day prior to the Closing Date, the Company shall prepare and deliver to the Purchaser an estimated Closing Balance Sheet (the “Estimated Closing Balance Sheet”), which shall include the Company’s good faith calculations of the Estimated Closing Liability Amount and the Estimated Closing Cash Amount.

  • Not later than the third (3rd) Business Day prior to the Closing Date, the Company shall prepare and deliver to the Purchaser an estimated Closing Balance Sheet (the “ Estimated Closing Balance Sheet”), which shall include the Company’s good faith calculations of the Estimated Closing Liability Amount and the Estimated Closing Cash Amount.


More Definitions of Closing Liability Amount

Closing Liability Amount shall not include any amounts taken into account in Seller Transaction Expenses and (b) any Taxes shall be calculated as of the end of the day on the Closing Date.
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Related to Closing Liability Amount

  • Related Liability Amount with respect to any Related Liability on the books of the Assuming Institution, means the amount of such Related Liability as stated on the Accounting Records of the Assuming Institution (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one asset, the amount of such Related Liability shall be allocated among such assets for the purpose of determining the Related Liability Amount with respect to any one of such assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of the entity that owns such asset.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

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

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

  • Indemnity Escrow Amount means $5,000,000.

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

  • Required Spread Account Amount means, for the March 2012 Payment Date and the April 2012 Payment Date, zero, and for any Payment Date thereafter, the product of (i) the Spread Account Percentage in effect on such date and (ii) during (x) the Revolving Period, the Collateral Amount, and (y) during the Controlled Accumulation Period or the Early Amortization Period, the Collateral Amount as of the last day of the Revolving Period; provided that, prior to the occurrence of an Event of Default and acceleration of the Series 2012-1 Notes, the Required Spread Account Amount will never exceed the Class C Note Principal Balance (after taking into account any payments to be made on such Payment Date).

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

  • Closing Indebtedness Amount has the meaning set forth in Section 1.4.

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

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Company described in the definition of “Contribution Indebtedness.”

  • Available Facility Amount shall have the meaning specified in paragraph 2B(1).

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

  • Facility Amount means (a) prior to the end of the Revolving Period, $250,000,000, unless this amount is permanently reduced pursuant to Section 2.5 or increased pursuant to Section 2.8, in which event it means such lower or higher amount and (b) from and after the end of the Revolving Period, the Advances outstanding.

  • Required Reserve Fund Amount With respect to any Distribution Date on which the Net Excess Spread is less than 0.25%, the amount, if any by which (a) the product of 1.00% and the Pool Balance for such date exceeds (b) the amount on deposit in the Basis Risk Reserve Fund immediately prior to such date. With respect to any Distribution Date on which the Net Excess Spread is equal to or greater than 0.25%, the amount, if any, by which (i) $1,000 exceeds (ii) the amount on deposit in the Basis Risk Reserve Fund immediately prior to such date. Provided, however, that on any Distribution Date on which the Class Principal Amount of each Class of LIBOR Certificates has been reduced to zero, the Required Reserve Fund Amount shall be zero.

  • Casualty Amount means five hundred thousand Dollars (USD500,000) (or the equivalent in any other currency);

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

  • Required Daily Deposit Target Finance Charge Amount means, for any day in a Due Period, an amount equal to the Class A Tranche Interest Allocation for the related Distribution Date; provided, however, that for purposes of determining the Required Daily Deposit Target Finance Charge Amount on any day on which the Class A Tranche Interest Allocation cannot be determined because the LIBOR Determination Date for the applicable Interest Accrual Period has not yet occurred, the Required Daily Deposit Target Finance Charge Amount shall be the Class A Tranche Interest Allocation determined based on a pro forma calculation made on the assumption that LIBOR will be LIBOR for the applicable period determined on the first day of such calendar month, multiplied by 1.25.

  • Identified Contingent Liabilities means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

  • Debt Amount means all accrued and unpaid interest and any “make whole” payments or breakage fees (less any breakage benefits) which Project Co is obligated to pay to Lender pursuant to the Lending Agreements, together with the outstanding principal amount of debt funded under the Lending Agreements.

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Working Capital Escrow Amount means $500,000.

  • Payoff Amount means with respect to a Receivable as of the close of business on the last day of a Collection Period, the remaining principal balance of such Receivable, plus accrued but unpaid interest thereon, and related fees.

  • Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.

  • Required Subordinated Amount means, as of a date, the sum of: