Closing Payables definition

Closing Payables as set forth in Section 3.4(a)(iii).

Closing Payables means all accounts payables in the Ordinary Course of Business of the Company as of immediately prior to the Closing Date.

Closing Payables means: the Current Liabilities of the Company, determined as of the open of business on the Closing Date, and as may be adjusted pursuant to Schedule 2 attached hereto and Section 3.07(2) of the Disclosure Schedules.

Examples of Closing Payables in a sentence

• The Purchase Price shall be adjusted following the Closing as follows: (i) plus the amount, if any, by which any Closing Receivables exceeds any Closing Payables on the Closing Statement Date, (ii) minus the amount, if any, by which any Closing Payables exceed any Closing Receivables, and (iii) plus the Closing Cash, and payment shall be made in respect of any such post-Closing adjustment as set forth in Section 1.3(c)(ii).

• For the avoidance of doubt, Buyer is not assuming any debt, Liabilities, commitments or obligations not specifically included as Closing Payables or Assumed Liabilities in Section 2.3(d) or obligations arising post-closing in the ordinary course pursuant to agreements otherwise disclosed in the Disclosure Schedules, and Buyer will be indemnified for such pursuant to Section 6.4.

• No later than sixty (60) days after the Closing Date, Purchaser shall cause to be prepared in good faith and delivered to Seller a statement (the “Closing Statement”) setting forth (i) any Closing Receivables, (ii) any Closing Payables, and (iii) any Closing Cash, and a written report that sufficiently demonstrates Purchaser’s calculation of the Adjusted Purchase Price.

• If either party disputes any of the balances or amounts reflected on the Closing Balance Sheet, the Closing Accounts or the Closing Payables or the parties are otherwise unable to agree on the amount of any adjustment to be made under Section 3.3(a), or if either party refuses to participate or cooperate in the post-closing adjustment procedure or fails to pay any amount due under Section 3.3(a), then the parties shall attempt to negotiate the dispute in good faith.

• If prior to the Closing Parent disputes the Estimated Closing Balance Sheet, the Estimated Cash at Closing, the Estimated Closing Payables, the Preliminary Disputed Payables, the Estimated Closing Indebtedness or the Estimated Transaction Costs, the chief financial officers of the Company and Parent shall promptly meet and seek in good faith to resolve the dispute.

• Within sixty (60) days after the Closing Date, Xxxxx shall prepare and deliver to each Seller a statement (the “Buyer Statement”) setting forth Buyer’s calculation of the Closing Cash and Closing Payables.

• The Closing Payables List shall separate the payables into the balance sheet liability categories listed above.

• The Selling Parties shall have provided the Buyer at the Closing, a list (the "Closing Payables List") containing the Selling Parties' best determination of all payables of Meadowbrook/GA, including accrued but unbilled obligations, outstanding on the Closing Date.

• Subject to the adjustments set forth in Section 2.06, the purchase price for the Quotas shall be Thirty Million Six Hundred Fifty Thousand Dollars ($30,650,000) (the “Base Purchase Price”), minus the Closing Indebtedness Amount, plus the Closing Cash Amount, plus or minus, as applicable, the Closing Inventory Adjustment Amount, plus or minus, as applicable, the Closing Payables Adjustment Amount, plus the Estimated CapEx Reimbursement Amount.

• The Closing Payables List shall be certified as to the use of reasonable diligence in its preparation and as to its completeness and accuracy being to the best knowledge of the Selling Parties, by the chief financial officer of Meadowbrook/CA.

More Definitions of Closing Payables

Closing Payables shall have the meaning ascribed to it in Section 2.11(a).

Closing Payables means as of the Closing the amount of accounts payable of the Company and/or Subsidiary.

Closing Payables means the amount of Payables as of the Closing.

Closing Payables means the outstanding accounts payable of the Vendors as of the Closing Date including all outstanding loans and obligations of the Vendors;

Closing Payables shall have the meaning set forth in Section 5.7.

Closing Payables means any and all Current Liabilities including, without limitation, accounts payable, trade payables, Taxes (excluding the Louisiana property Taxes and the sales and use Taxes, in each case, with respect to the Xxxxxxxx Facility incurred as of the Closing Date of up to Two Million Six Hundred Thousand Dollars ($2,600,000) in the aggregate) payable or other expenses or liabilities (including accrued payroll and fiscal year 2009 bonuses) relating to the LC Business, the Purchased Assets or the Designated Employees, in each case, which were (i) incurred or accrued by the Company or any Subsidiary on or prior to the Closing Date and (ii) not specifically set forth on the Working Capital Statement or taken into account in calculating the Final Working Capital.