Final Closing Date Payment definition
Final Closing Date Payment has the meaning set forth in Section 2.3(e).
Final Closing Date Payment shall be an amount equal to the product of (i) Monsoon Closing Date Net Cash multiplied by (ii) 2/3, which amount shall be:
(i) decreased by the amount by which Indigo Closing Date Working Capital (as finally determined pursuant to Section 3.02(b)) exceeds an amount equal to the product of (A) Monsoon Closing Date Working Capital (as finally determined pursuant to Section 3.02(b)) multiplied by (B) 2/3; and
(ii) increased by the amount by which Indigo Closing Date Working Capital (as finally determined pursuant to Section 3.02(b)) is less than an amount equal to the product of (A) Monsoon Closing Date Working Capital (as finally determined pursuant to Section 3.02(b)) multiplied by (B) 2/3.
Final Closing Date Payment means the calculation of the Closing Date Payment based on the Revised Balance Sheet as such calculation is reflected on the Revised Balance Sheet and, pursuant to Section 3.06(c), the Final Balance Sheet.
Examples of Final Closing Date Payment in a sentence
If (x) the result of the Final Closing Date Payment as so adjusted is greater than (y) the Closing Date Payment paid to Seller at Closing pursuant to Section 3.01 (such excess of (x) over (y), the “Surplus”), then promptly (and in any event within five (5) Business Days) after the Final Amounts are finally determined pursuant to this Section 3.03, Purchaser shall pay to Seller by wire transfer of immediately available funds to the accounts designated in writing by Seller, an amount equal to the Surplus.
For U.S. federal (and applicable state and local) Income Tax purposes, the Parties agree that the Final Closing Date Payment (together with any adjustments thereto and any other amounts properly characterized as consideration for applicable Tax purposes) (the “Tax Purchase Price”) shall be allocated among the Purchased Assets for Income Tax purposes in accordance with Sections 1060 of the Code and Treasury Regulations promulgated thereunder (the “Allocation Methodology”).
More Definitions of Final Closing Date Payment
Final Closing Date Payment means an amount equal to (a) a portion of the absolute value of the Purchase Price in an amount equal to $125,000,000, plus (b) the absolute value of the Closing Net Working Capital Adjustment Amount (if a negative amount), minus (c) the Closing Net Working Capital Adjustment Amount (if a positive amount), plus (d) the Closing Indebtedness, minus (e) the Closing Cash, plus (f) the Closing Transaction Expenses, plus (g) the Delayed Closing Top-Up Amount, plus (h) the Additional Payment.
Final Closing Date Payment shall have the meaning set forth in Section 2.7(b) “Final Closing Statement” shall have the meaning set forth in Section 2.7(b). “Financial Statements” shall have the meaning set forth in Section 4.14.
Final Closing Date Payment means an amount in cash equal to the Final Purchase Price; provided, however, that (a) if the Final Closing Date occurs prior to the completion of the audit of the Company’s financial statements for the Company’s 2012 fiscal year and the Final Closing is not accelerated pursuant to Section 2.04, the Final Closing Date Payment shall be an amount in cash equal to the Final Purchase Price determined using an estimate prepared by the Purchaser in good faith of the Final Closing EBITDA for the Company’s 2012 fiscal year, and (b) the Final Closing Date Payment shall be reduced by the amount, if any, determined pursuant to Section 10.10. The Purchaser shall deliver to the Seller no later than the third Business Day prior to the Final Closing Date (i) a statement certified on behalf of the Purchaser by the chief financial officer of the Purchaser (not in his personal capacity) setting forth the Purchaser’s calculation in reasonable detail of the Final Purchase Price and the Final Closing EBITDA (including each line item thereof) for the applicable periods (or an estimate thereof, as applicable), and (ii) a statement of the amount, if any, by which the Final Closing Date Payment shall be reduced pursuant to Section 10.10.
Final Closing Date Payment is defined in Section 3.03(c).
Final Closing Date Payment shall be an amount in U.S. dollars equal to (i) the Base Purchase Price, plus (ii) the Final Working Capital Surplus, if any, or minus (iii) the Final Working Capital Deficit, if any.
Final Closing Date Payment is less than the Estimated Closing Date Payment as set forth on the Estimated Closing Statement (the amount of such shortfall, the “Shortfall”), then the Seller shall pay to the Purchaser an amount equal to the Shortfall by wire transfer of immediately available funds to an account that the Purchaser shall have designated at least forty-eight (48) hours prior to the time for payment specified hereunder; or
Final Closing Date Payment means the Purchase Price (a) either (i) increased by the amount, if any, by which the Closing Working Capital is greater than the Target Working Capital, or (ii) decreased by the amount, if any, by which the Closing Working Capital is less than the Target Working Capital; (b) decreased by the amount of Closing Indebtedness; (c) decreased by the amount of Closing Transaction Expenses; and (d) increased by the amount of Closing Cash, each clause (a), clause (b), clause (c), and clause (d) as finally determined in accordance with Section 2.6(c). “Financial Statements” is defined in Section 3.5(a). “Former Real Property” means any Real Property or facility formerly owned, leased, or operated by the Target Companies. “Fraud” means, with respect to a party, an actual and intentional misrepresentation or omission of fact with respect to the making of any representations or warranties set forth in Article 3 or Article 4, as the case may be, of this Agreement, made by such party, (a) with respect to the Target Companies or a Seller, to a Seller’s Knowledge, or (b) with respect to Purchaser, to Purchaser’s actual knowledge, following reasonable and due inquiry, in each case, of its falsity or omission and made for the purpose of inducing the other party to act (or refrain from acting), and upon which the other party justifiably relies with resulting Losses. For the avoidance of doubt, Fraud shall not include any claim for equitable fraud, constructive fraud, promissory fraud, unfair dealings fraud, fraud by reckless or negligent misrepresentations, or any tort based on negligence or recklessness. “GAAP” means United States generally accepted accounting principles in effect from time to time. “Government Bid” is defined in Section 3.9(a). “Government Contract” is defined in Section 3.9(a). “Governmental Authority” means any (a) nation, state, county, province, city, town, village, district, territory or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign, or other government; (c) governmental, administrative, judicial or quasi-governmental authority of any nature (including any governmental agency, branch, bureau, department, board, commission, official, or entity and any court or other tribunal); (d) international, supranational or multi-national organization or body; (e) body exercising, or entitled to exercise, any