Final Closing Cash Payment has the meaning set forth in Section 2.06(c)(i).
Final Closing Cash Payment means the amount of the Estimated Closing Cash Payment as adjusted to reflect the replacement, in the calculation thereof, of the Estimated Closing Date Net Working Capital Adjustment with the Closing Date Net Working Capital Adjustment, as finally determined in accordance with Section 1.3 (whether as a result of a failure to timely deliver an Objection Notice, mutual resolution of Seller and Buyer pursuant to Section 1.3(c), determination by the Accounting Firm in accordance with Section 1.3(d), or any combination thereof).
Final Closing Cash Payment means Seven Million Eight Hundred and Seventy-Five Thousand Dollars ($7,875,000) plus the Closing Working Capital.
Examples of Final Closing Cash Payment in a sentence
The Final Closing Cash Payment shall be adjusted following the Final Closing in accordance with Section 2.07(e).
At each Closing, the Sellers will provide the Buyer with certain credits against the Initial Closing Cash Payment, the applicable Interim Closing Cash Payment or the Final Closing Cash Payment, as the case may be, relating to certain Transferred Assets or the Business as described in Section 5.18(b) of the Disclosure Schedule or as may be mutually agreed to by the Buyer and the Sellers in writing after the date hereof but prior to the applicable Closing.
Except to the extent paid by any Company prior to Closing or taken into account in the calculation of the Final Closing Cash Payment, any expenses of Sellers and Sellers’ Representative relating to the transactions contemplated by this Agreement (including financial advisory, legal and accounting fees) will be paid by Sellers at or as soon as practicable after Closing.
Xxxxx) or Actual Fraud; (ii) accrued but unpaid compensation for employment services and vested benefits under any Employee Benefit Plan (if applicable); (iii) any Liabilities taken into account in the calculation of the Final Closing Cash Payment; and (iv) the Real Property Lease and the related Leased Real Property owned by Xxxxx X.
No further premiums or payments will be due under the Insurance Policies after the Closing with respect to periods prior to the Closing (except to the extent taken into account in the calculation of the Final Closing Cash Payment).
More Definitions of Final Closing Cash Payment
Final Closing Cash Payment means an aggregate amount equal to: (a) $300,000,000; plus or minus (as applicable); (b) the closing Date Tangible net assets adjustment; plus (c) closing Date cash; minus (d) closing Date Debt; minus (e) closing Date Seller Transaction expenses; minus (f) the Seller reserve fund; minus (g) the escrow funds; minus (h) the negative redemption account amount, in the case of the foregoing clauses (b)-(g), as finally determined in accordance with Section 1.3 (whether as a result of a failure to timely deliver an objection notice, mutual resolution of the Sellers (acting through the Seller representative) and Buyer pursuant to Section 1.3(c), determination by the accounting firm in accordance with Section 1.3(d), or any combination).
Final Closing Cash Payment means the amount of the Estimated Closing Cash payment as adjusted to reflect the replacement, in the calculation thereof, of the Estimated Closing date Net Working Capital adjustment with the Closing date Net Working Capital adjustment, as finally determined in accordance with Section 1.3 (whether as a result of a failure to timely deliver an Objection Notice, mutual resolution of Seller and Buyer pursuant to Section 1.3(c)
Final Closing Cash Payment means an amount equal to the Cash Consideration minus the amounts (in each case, if any) by which (i) the Minimum Working Capital exceeds the Closing Working Capital, (ii) the Minimum Cash Amount exceeds the Closing Cash, (iii) the Closing Indebtedness exceeds the amount of Closing Indebtedness paid at the Closing pursuant to Section 2.07(a)(iii) hereof, and (iv) the Closing Transaction Expenses exceed the amount of Closing Transaction Expenses paid at the Closing pursuant to Section 2.07(a)(iv) hereof.
Final Closing Cash Payment means an aggregate amount equal to: (a) $300,000,000; plus or minus (as applicable); (b) the Closing Date Tangible Net Assets Adjustment; plus (c) Closing Date Cash; minus (d) Closing Date Debt; minus (e) Closing Date Seller Transaction Expenses; minus (f) the Seller Reserve Fund; minus (g) the Escrow Funds; minus (h) the Negative Redemption Account Amount, in the case of the foregoing clauses (b)-(g), as finally determined in accordance with Section 1.3 (whether as a result of a failure to timely deliver an Objection Notice, mutual resolution of the Sellers (acting through the Seller Representative) and Buyer pursuant to Section 1.3(c), determination by the Accounting Firm in accordance with Section 1.3(d), or any combination).
Final Closing Cash Payment means an aggregate amount equal to: (a) the Base Cash Amount, plus (b) the amount, if any, by which the Closing Net Working Capital exceeds the Target Amount, minus (c) the amount, if any, by which the Target Amount exceeds the Closing Net Working Capital, plus (d) the Closing Cash, minus (e) the Closing Debt, minus (f) the Closing Transaction Expenses, minus (g) the Closing Tax Liability Amount in the case of the foregoing clauses (b) - (g), as finally determined in accordance with Section 1.7 above (whether as a result of a failure to timely deliver an Objection Notice, mutual resolution of Sellers and Buyer, determination by the Accounting Firm, or any combination thereof). “Final Closing Net Working Capital” means Closing Net Working Capital, as finally determined in accordance with Section 1.7 above (whether as a result of a failure to timely deliver an Objection Notice, mutual resolution of Sellers and Buyer, determination by the Accounting Firm, or any combination thereof). “Fundamental Representations” means those representations and warranties of Seller and Buyer, as applicable, contained in Section 2.1, Section 2.2, the first sentence of Section 2.6(a), Section 2.21, Section 3.1, Section 3.2, Section 3.5 and Section 3.8. “GAAP” means United States generally accepted accounting principles, consistently applied. “Government Contracts” means any Contract, including any prime contract, material subcontract (at any tier), basic ordering agreement, letter contract, teaming agreement, material purchase order, material delivery order, material task order, or other contractual arrangement of any kind, as modified by binding modifications or change orders, with (a) any Governmental Body, (b) any prime contractor of any Governmental Body, or (c) any subcontractor (at any tier) with respect to any Contract of a type described in clauses (a) or (b) above. “Governmental Authorization” means any approval, consent, license, registration, permit, waiver or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Law.
Final Closing Cash Payment means an amount equal to (i) the Final CG OpCo Purchase Price, plus (ii) the Final CCI OpCo Purchase Price plus (iii) the Final IPCo Purchase Price, in each case, as finally determined in accordance with Section 1.3 (whether as a result of a failure to timely deliver an Objection Notice, mutual resolution of Sellers and Buyers pursuant to Section 1.3, determination by the Accounting Firm in accordance with Section 1.3(c), or any combination thereof).
Final Closing Cash Payment means an amount equal to the Cash Consideration minus the amounts (in each case, if any) bywhich (i) the Minimum Working Capital exceeds the Closing Working Capital, (ii) the Minimum Cash Amount exceeds the Closing Cash, (iii) the Closing Indebtedness exceeds the amount of Closing Indebtedness paid at the Closing pursuant to Section 2.07(a)(iii) hereof, and (iv) the Closing Transaction Expenses exceed the amount of Closing Transaction Expenses paid at the Closing pursuant to Section 2.07(a)(iv) hereof.