Closing Underpayment definition

Closing Underpayment shall have the meaning set forth in Section 2.5(e)(i).
Sample 1
Closing Underpayment has the meaning set forth in Section 2.9(b)(ix)(A).
Sample 1
Closing Underpayment has the meaning set forth in Section 2.3.
Sample 1

Examples of Closing Underpayment in a sentence

  • Nothing herein will limit or affect (a) the Buyer or any of its Affiliates’ liability for the failure to pay (without duplication) any of the consideration or any other amounts payable by them (including, if payable pursuant to Section 2.4, the Closing Underpayment), in each case, in whole or in part, as and when required by this Agreement, or (b) liability for any party for Fraud by such party.


More Definitions of Closing Underpayment

Closing Underpayment has the meaning set forth in Section 1.5(d)(i) (Closing Statements).
Sample 1

Related to Closing Underpayment

  • Underpayment shall have the meaning set forth in Section 5(b).

  • Initial determination means the first child custody determination concerning a particular child.

  • Disputed Amount means an amount which Customer disputes. A Disputed Amount may relate to the whole or part of an invoice(s).

  • Independent Accounting Firm has the meaning set forth in Section 2.05(c).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

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

  • Claim Determination Period means a calendar year. However, it does not include any part of a year during which a person has no coverage under This Plan, or any part of a year before the date this COB provision or a similar provision takes effect.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Final Determination Date means the following:

  • Neutral Accountant means a national independent accounting firm selected by Buyer and reasonably acceptable to Sellers.

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

  • Accounting Firm means a nationally recognized certified public accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by the Company prior to a Change in Control for purposes of making the applicable determinations hereunder and is reasonably acceptable to Executive, which firm shall not, without Executive’s consent, be a firm serving as accountant or auditor for the individual, entity or group effecting the Change in Control.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Approved Valuation Firm means, with respect to any Collateral Obligation, each of (a) Xxxxxx Xxxxxx, (b) Xxxxxxxx Xxxxx, (c) Lincoln International LLC, (d) Duff & Xxxxxx and (e) any other nationally recognized valuation firm approved by the Borrower and the Facility Agent.

  • Approved Appraisal Firm Each of the following firms: Xxxxxxxx Xxxxx, Inc., Duff & Xxxxxx LLC, Lincoln Advisors, Xxxxxx, Xxxxxx and Company and Valuation Research Corporation and (b) each Independent financial adviser of recognized standing retained by the Issuer, the Collateral Manager or the agent or lenders under any Collateral Obligation, as approved by the Collateral Manager.

  • Final Determination means a determination within the meaning of Section 1313 of the Code or any similar provision of state or local Tax Law.

  • Disputed Amounts has the meaning set forth in Section 2.04(c)(iii).

  • Overpayment means payment in excess of the required fee. Overpayment of less than $10 received by the board shall not be refunded.

  • Valuation Firm means a nationally recognized independent investment banking or valuation firm with expertise in the oil and gas sector.

  • Event Determination Date means either:

  • Independent Financial Expert means a U.S. investment banking firm of national standing in the United States, (i) which does not, and whose directors, officers and employees or affiliates do not have a direct or indirect material financial interest for its proprietary account in the Company or any of its affiliates and (ii) which, in the judgment of the board of directors of the Company, is otherwise independent with respect to the Company and its affiliates and qualified to perform the task for which it is to be engaged.

  • Final Recovery Determination With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Responsible Party as contemplated by this Agreement), a determination made by the Servicer that all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and other payments or recoveries which the Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. The Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination made thereby.

  • Independent Expert means a Person or entity with no material current or prior business or personal relationship with the Advisor or the Directors and who is engaged to a substantial extent in the business of rendering opinions regarding the value of assets of the type held by the Company.

  • Dispute Date means, with respect to a Dispute, the date on which a Dispute Notice is effectively delivered by one party to the other party save that if, with respect to a Dispute, both parties deliver a Dispute Notice, the date on which the first in time of such notices is effectively delivered will be the Dispute Date. Each Dispute Notice will be effectively delivered if delivered in the manner agreed between the parties for the giving of notices in respect of this Agreement.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Benchmark Determination Date means (a) if the Benchmark is LIBOR, the LIBOR Determination Date, (b) if the Benchmark is Term SOFR, the date that is two Business Days before the first day of the applicable Accrual Period, (c) if the Benchmark is Compounded SOFR, the date that is five Business Days before the last day of the applicable Accrual Period and (d) if the Benchmark is any other rate, the date determined by the Trust according to Section 2.16 of the Indenture.