Estimated Closing Date Payment definition

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

Estimated Closing Date Payment shall have the meaning set forth in Section 1.11(a).

Estimated Closing Date Payment means an amount equal to the sum of (a) the Base Purchase Price, plus (b) the Estimated Net Working Capital Amount,

Examples of Estimated Closing Date Payment in a sentence

• In connection with the foregoing, the Company has provided to Buyer copies of or access to, all books, records, receipts and other information and documentation reasonably necessary for Buyer to understand how the Company computed the Estimated Closing Date Payment.

• To the Seller, an amount of cash equal to the Estimated Closing Date Payment by wire transfer in immediately available funds to the account of the Seller that the Seller shall have designated at least forty-eight (48) hours prior to the Closing.

• Appoint Michele Aguilar to serve as a member of the Winton Municipal Advisory Council, until March 31, 2016 and reappoint Shiella Shamblin to serve until March 31, 2019.

• At least two Business Days prior to the Closing Date, the Equityholder Designee shall advise Buyer in writing of the Equityholders' good faith estimate of the Closing Run Rate Revenues and the Closing Date Payment Amount (the "Estimated Closing Date Payment Amount").

• At the Closing, Buyer shall pay or cause to be paid to Seller an amount equal to the Estimated Closing Date Payment by wire transfer of immediately available funds to the account of Seller as delivered pursuant to Section 2.07(b) .

• The Parties agree that the provisions of this Section 2.10 and the dispute resolution process contemplated hereby are intended solely to adjust for changes in the Closing Purchase Price (as finally determined in Section 2.10(b) ) as compared to the Estimated Closing Date Payment.

• The calculation of the Estimated Closing Date Payment is based on the assumption that, as of Closing, the estimated Closing Indebtedness, and the estimated Transaction Expenses are as set forth in the Closing Certificate.

• To the extent that any portion of the Actual Closing Date Payment is undisputed by the parties at the end of the 10 business day period following the giving of the notice of objection and such undisputed portion of the Actual Closing Date Payment exceeds the Estimated Closing Date Payment, then Wackenhut shall pay such undisputed portion to the Companies (to the extent not already paid by Wackenhut to the Companies) without interest, at that time.

• If Estimated Closing Date Net Working Capital exceeds the Net Working Capital Target by more than $1,500,000, then the Estimated Closing Date Payment will be increased on a dollar-for-dollar basis by the amount of such incremental excess.

• As used herein, the "Allocable Share" of any Equityholder of the Damages payable by the Equityholders pursuant to this Article 9 of this Agreement shall be the percentage of such Equityholder's portion of the Estimated Closing Date Payment Amount set forth opposite such Equityholder's name on Schedule 2.3.

More Definitions of Estimated Closing Date Payment

Estimated Closing Date Payment shall have the meaning set forth in Section 2.5(a). “Estimated Net Working Capital” shall have the meaning set forth in Section 2.5(a). “Final Adjustment Amount” shall have the meaning set forth in Section 2.5(d). “Final Closing Date Payment” shall have the meaning set forth in Section 2.5(b). “Final Closing Statement” shall have the meaning set forth in Section 2.5(b). “Financial Statements” shall have the meaning set forth in Section 3.15. “Fundamental Representation” shall have the meaning set forth in Section 7.4.

Estimated Closing Date Payment means an amount equal to (a) Three Hundred Twenty-Five Million Dollars ($325,000,000), (b) minus the amount of Indebtedness of the Company Parties shown on the Estimated Closing Statement to the extent any such Indebtedness is not paid and discharged at or prior to the Closing, (c) plus the amount of Cash of the Company Parties shown on the Estimated Closing Statement, (d) minus the amount of Company Transaction Expenses shown on the Estimated Closing Statement to the extent any Company Transaction Expenses are not paid and discharged at or prior to the Closing, (e) minus the amount, if any, by which the Net Working Capital as reflected on the Estimated Closing Statement is less than the Working Capital Target, (f) plus the amount, if any, by which the Net Working Capital as reflected on the Estimated Closing Statement exceeds the Working Capital Target, and (g) if the Closing Date is prior to January 10, 2017, minus the amount of the Deferred Purchase Price. The reductions and calculations set forth in clauses (b), (c), (d), (e) and (f) above shall be taken without duplication of any items in two or more of such clauses.

Estimated Closing Date Payment. Section 2.1 hereof.

Estimated Closing Date Payment has the meaning set forth in Section 2.7(a) of this Agreement.

Estimated Closing Date Payment means an amount equal to the sum of (a) the Base Purchase Price, plus (b) the Estimated Net Working Capital Amount, minus (c) the Estimated Net Indebtedness Amount, and plus (d) the Capital Spare and Inventory Amount.