Final Closing Date Amount definition

Final Closing Date Amount means an amount equal to:
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Final Closing Date Amount means an amount equal to: (i) the Purchase Price plus (ii) the amount equal to (A) Closing Cash plus (B) the lesser of (x) Closing Working Capital and (y) $165,700,000 minus (C) Target Working Capital minus (D) Closing Indebtedness minus (E) Closing Transaction Expenses minus (F) Closing Change of Control Payments.
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Final Closing Date Amount means the Cash Purchase Amount, as calculated pursuant to the Closing Statement;
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Examples of Final Closing Date Amount in a sentence

  • Notwithstanding any other provision of this Agreement to the contrary, in no event shall any party be entitled to indemnification under this Article VIII or Section 5.07(a) with respect to any amounts to the extent that such amounts are taken into account in computing the Final Closing Date Amount pursuant to Section 1.04.

  • To the extent permitted by applicable Law, all indemnification payments made pursuant to this Section 8.17 will be treated as adjustments to the Final Closing Date Amount.

Related to Final Closing Date Amount

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Closing Date Cash has the meaning specified in Section 3.4(a).

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

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

  • Final Closing means the last closing under the Private Placement;

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

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

  • Closing Date Balance Sheet has the meaning specified in Section 2.3(b).

  • Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Additional Closing Date has the meaning set forth in Section 3.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Closing Date Net Working Capital has the meaning specified in Section 3.4(a).

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

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Final closure means the closure of all hazardous waste management units at the facility in accordance with all applicable closure requirements so that hazardous waste management activities under sections 264 and 265 of this regulation are no longer conducted at the facility unless subject to the provisions in § 262.34.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Second Closing Date means the date of the Second Closing.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.

  • Closing Date Term Loan has the meaning specified in Section 2.01(a).

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1.