Closing Payments Schedule definition

Closing Payments Schedule shall have the meaning set forth in Section 3.5.

Closing Payments Schedule has the meaning given to it in ‎Section 2.3(a).

Closing Payments Schedule shall have the meaning set forth in Section 3.7. “Code” shall mean the Internal Revenue Code of 1986, as amended.

Examples of Closing Payments Schedule in a sentence

• The Closing Payments Schedule and the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement.

• The SPAC and Company shall work in good faith to resolve any disputes in relations to such comments, and solely to the extent any adjustments are agreed between the Company and SPAC and made to the Closing Payments Schedule prior to the Closing in accordance with this Section 3.5, such adjusted Closing Payments Schedule shall be final and binding on all Parties and shall thereafter become the Closing Payments Schedule for all purposes of this Agreement.

• New PubCo shall, to the fullest extent permitted by applicable Legal Requirements, be entitled to rely fully on the information set forth in the Closing Payments Schedule, including in respect of fulfilling any applicable obligations under Section 3.4(c), absent manifest error.

• The Company and its Representatives shall reasonably assist and cooperate with SPAC and its Representatives in their review of the documentation and shall consider in good faith SPAC’s comments (stating in reasonable detail its objections) to the Closing Payments Schedule.

• At the Closing or promptly thereafter, XXXX shall pay or cause to be paid all Best Assistant Transaction Costs and XXXX Transaction Costs to the extent unpaid as of the Closing Date, each as set forth on the Closing Payments Schedule and the Financing Certificate, respectively.

• XXXX and Xxxxxx Sub will be entitled to rely in all respects upon the Closing Payments Schedule.

• Best Assistant and its Representatives shall reasonably assist XXXX and its Representatives in its review of the documentation and shall consider in good xxxxx XXXX’x comments to the Closing Payments Schedule, and if any adjustments are made to the Closing Payments Schedule prior to the Closing, such adjusted Closing Payments Schedule shall thereafter become the Closing Payments Schedule for all purposes of this Agreement.

• For instance, supposed AP1 has binding policies{b1, b2} and AP2 has binding policies {b3, b4}, a priority CGP AP1 > AP2 can be interpreted as follows: b1 > b3, b1 > b4, b2 > b3, and b2 > b4.

• For the avoidance of doubt, to the extent that any Best Assistant Transaction Costs have been paid prior to the Closing Date, at the Closing or promptly thereafter, XXXX shall reimburse each applicable payor for the amount of such paid Best Assistant Transaction Costs, as set forth on the Closing Payments Schedule or the Financing Certificate, as applicable.