Estimated Closing Payment definition

Estimated Closing Payment has the meaning set forth in Section 1.03.
Estimated Closing Payment means an amount equal to (a) $825,000,000, plus (b) the Estimated NWC Adjustment, plus (c) the Estimated Closing Cash, minus (d) the Estimated Closing Indebtedness, minus (e) the Transaction Expenses, minus (f) the Adjustment Escrow Amount, minus (g) the Indemnity Escrow Amount.
Estimated Closing Payment has the meaning set forth in Section 2.6(a).

Examples of Estimated Closing Payment in a sentence

  • If Xxxxx notifies Seller in writing of an objection to the Estimated Closing Payment Amount or any of the amounts included in the calculation of the Estimated Closing Payment Amount set forth therein, then Buyer and Seller shall seek in good faith to agree to revisions to the Estimated Closing Payment Amount to resolve such objection and Seller shall update and redeliver the Estimated Closing Payment Amount to reflect any such agreements no later than the Business Day immediately prior to the Closing Date.

  • Within five (5) days following the delivery of an Estimated Closing Statement to Buyer, Buyer may object in good faith to such Estimated Closing Payment in writing.

  • The Estimated Closing Payment Calculation Statement must be final at least one (1) Business Day prior to the Closing.

  • The Closing will be deemed effective as of 3:05 a.m. Eastern time (the “Closing Time”) on the Closing Date for all other purposes, including determining the Estimated Closing Payment and Adjusted Closing Payment.

  • The Parties acknowledge that, except with respect to the employee bonus payments to be paid by the Company in connection with the Closing, no withholding is required from the Estimated Closing Payment or the Adjusted Closing Payment under current applicable law, assuming the accuracy of the representation contained in Section 2.10(y) and delivery of the certificate described in Section 1.2(a)(viii).


More Definitions of Estimated Closing Payment

Estimated Closing Payment shall have the meaning set forth in Section 4.2 hereof.
Estimated Closing Payment is defined in Section 2.15(a).
Estimated Closing Payment means US$218,400,000, minus 80% of the Estimated Net Debt Amount, plus 80% of the Estimated Working Capital Adjustment Amount.
Estimated Closing Payment means (i) with respect to the First Transaction, the First Transaction Estimated Closing Payment and (ii) with respect to the Second Transaction, the Second Transaction Estimated Closing Payment.
Estimated Closing Payment is defined in Section 2.3.
Estimated Closing Payment means the DLC Estimated Closing Payment or the FE Estimated Closing Payment, as appropriate.
Estimated Closing Payment means an amount equal to (i) $15,000,000; plus (ii) the Closing Cash; minus (iii) the Indebtedness Amount; minus (iv) the Company Transaction Expenses; plus (v) the amount (if any) by which Estimated Working Capital exceeds Target Working Capital; minus (vi) the amount (if any) by which Target Working Capital exceeds Estimated Working Capital; minus