Estimated Closing Payment Amount definition

Estimated Closing Payment Amount means an amount equal to (i) the Purchase Price, minus (ii) Estimated Indebtedness, minus (iii) Estimated Transactions Costs, plus (iv) the amount (if any) by which the Estimated Working Capital exceeds the Working Capital Target, minus (v) the amount (if any) by which the Working Capital Target exceeds the Estimated Working Capital, plus (vi) the Estimated Cash and Cash Equivalents.
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Estimated Closing Payment Amount has the meaning set forth in Section 2.1(b)(vii).
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Estimated Closing Payment Amount has the meaning set forth in Section 2.1(b)(vii). “Excluded Assets” has the meaning set forth in Section 5.7(a). “Excluded Contracts” has the meaning set forth in Section 5.7(a)(iv). “Excluded Records” means (a) all corporate, financial, Tax, human resources and legal data and records to the extent related to the businesses of Seller or its Affiliates (other than the Sale Entities, to the extent such records can be redacted) or to the extent they contain information related to Seller or its Affiliates (other than the Sale Entities, to the extent such records can be redacted); (b) any data, software and records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other Contract with a Person other than Affiliates of Seller, or by applicable Law, and for which no consent to transfer has been received or for which Xxxxx has not agreed in writing to pay the fee or other consideration, as applicable; (c) any data and records relating to the sale of any of the Sale Entities, including bids received from and records of negotiations with third Persons; (d) any data and records relating to the Excluded Assets; (e) any data and records that are subject to attorney client privilege held by Seller (unless the data or records in question relate to an actual or threatened Action or investigation in relation to the Sale Entities) and (f) any data or records whereby the transfer of such data or records is prohibited by Law or by a Governmental Authority, including Laws pertaining to patient confidentiality and privacy and the confidentiality, privacy or security of protected health information (i.e., individually identifiable health information), including the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191. Notwithstanding anything herein to the contrary and for the avoidance of doubt, Excluded Records shall include any Seller Consolidated Tax Returns and records or data of or relating to Seller’s Affiliated Group (except pro forma returns or separate company returns of the Sale Entities). “Extended Termination Date” has the meaning set forth in Section 9.1(b)(i). “FCC” means the Federal Communications Commission. “FCC Approval” means the FCC’s approval of the change of control of the Sale Entities required in connection with any Sale Entity’s ownership of the FCC licenses set forth on Schedule 1.1(d).
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Examples of Estimated Closing Payment Amount 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.

  • At least five business days prior to the Closing Date, the Company shall submit to Buyer a calculation setting forth the estimated closing payment amount (the "Estimated Closing Payment Amount"), together with supporting documents used by the Company in calculating the Estimated Closing Payment Amount and such other documents reasonably requested by Buyer to support the calculation.

  • Within five Business Days following receipt by Buyer of the Estimated Closing Payment Amount, Buyer may object in good faith and in writing to Seller's estimate of the Adjustment Amount included in the Estimated Closing Payment Amount.

  • The Estimated Closing Payment Amount shall be an amount equal to the estimated Net Worth of the Company as of the Closing Date plus Nineteen Million Five Hundred Thousand Dollars ($19,500,000), but in no event shall the Estimated Closing Payment Amount exceed Forty-Two Million Dollars ($42,000,000).

  • Buyer shall not have objected to the calculation of the Estimated Closing Payment Amount or the parties shall have otherwise agreed on such amount.

  • Within five Business Days following receipt by STLD01-1185616-10 MICHIGAN GAS Buyer of the Estimated Closing Payment Amount, Buyer may object in good faith and in writing to Seller’s estimate of the Adjustment Amount included in the Estimated Closing Payment Amount.

  • Within five Business Days following receipt by Buyer of the Estimated Closing Payment Amount, Buyer may object in good faith and in writing to Seller’s estimate of the Adjustment Amount included in the Estimated Closing Payment Amount.

  • Section 2.5(a)(ii) Estimated Closing Payment Amount ...............................................................................................................

  • The Estimated Closing Payment Amount shall be an amount equal to the estimated Net Worth of the Company as of December 31, 1999 plus (i) Nineteen Million Five Hundred Thousand Dollars ($19,500,000) and (ii) good faith estimates of the adjustments specified in Section 1.5(c) hereof (other than with respect to Section 1.5(c)(iv) for which no estimate shall be made), but in no event shall the Estimated Closing Payment Amount exceed Forty-Two Million Dollars ($42,000,000).

  • Unless Buyer shall object at least one day prior to the Closing Date in writing to the Estimated Closing Payment Amount, the payments contemplated by Sections 1.3(a) and 1.3(b) to be made on the Closing Date shall be based on the Estimated Closing Payment Amount, and the same shall hereafter be referred to as the "Closing Payment Amount." The difference between the Purchase Price and the Closing Payment Amount shall be deferred and paid in accordance with Section 1.6 below (the "Deferred Purchase Price").


More Definitions of Estimated Closing Payment Amount

Estimated Closing Payment Amount means the Estimated Purchase Price minus the Adjustment Escrow Amount minus the Purosoft Purchase Price.
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Related to Estimated Closing Payment Amount

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

  • Closing Payment has the meaning set forth in Section 2.2(a).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

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

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

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

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

  • Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • CVR Payment Amount has the meaning set forth in Section 2.4(a).

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Tax Payment Date means, with respect to any applicable Taxes, the date occurring 30 days prior to the date the same are due and payable.

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Principal Payment Amount For any Distribution Date, an amount equal to the related Principal Remittance Amount for such date minus the related Overcollateralization Release Amount, if any, for such date.

  • Expected Final Payment Date means, with respect to each Series or, if applicable, each Class of Securitization Bonds, the date when all interest and principal is scheduled to be paid with respect to that Series or Class in accordance with the Expected Amortization Schedule, as specified in the Series Supplement therefor.