Final Closing Date Purchase Price definition

Final Closing Date Purchase Price means the aggregate amount equal to (a) the Purchase Price, less (b) the Escrow, less (c) the Secured Indebtedness, less (d) the amount, if any, by which the Target Inventory Value exceeds the Final Inventory Value, and less (e) the Ash Sales Reduction Amount.
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Final Closing Date Purchase Price means the Closing Date Purchase Price, as adjusted pursuant to Section 2.8.
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Final Closing Date Purchase Price means the Closing Date Purchase Price, as adjusted pursuant to Section 2.6 below.
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Examples of Final Closing Date Purchase Price in a sentence

  • The aggregate consideration to be paid hereunder by Purchaser for such Company Shares and the cancellation of the Company Options shall be the Final Closing Date Purchase Price plus the Earnout Consideration (if any), payable as provided in this Article 2.

  • The Purchase Price shall be adjusted following the Closing based on the difference between the Final Closing Date Purchase Price (as determined in accordance with this Section 1.7) and the Estimated Purchase Price, and payment shall be made in respect of any such post-Closing adjustment as set forth in Section 1.7(f).

  • Purchaser and Seller agree that the Final Closing Date Purchase Price (plus other relevant items required under the Code, including any liabilities of the Companies) will be allocated among such Company’s assets in accordance with Section 1060 of the Code and the regulations thereunder and consistent with this Section 10.5. Seller will deliver its calculation of such allocation to Purchaser within sixty (60) days after the final determination of the Final Closing Date Purchase Price (the “Allocation”).

  • If such shortfall is greater than the Adjustment Escrow Amount, then Seller shall, promptly, but no later than five (5) business days after the final determination of the Final Closing Date Purchase Price, pay the remaining balance thereof to Buyer by wire transfer of immediately available funds to an account designated by Buyer.

  • The Purchase Price shall be adjusted following the Closing based on the difference between the Final Closing Date Purchase Price (as determined in accordance with this Section 1.4) and the Estimated Purchase Price, and payment shall be made in respect of any such post-Closing adjustment as set forth in Section 1.4(e).

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  • The Purchase Price in respect of the Purchased Assets in the aggregate shall be increased (the “Purchase Price Increase”) by the amount, if any, that the Final Closing Date Purchase Price is greater than the Estimated Purchase Price.

  • The Purchase Price shall be adjusted following the Closing based on the difference between the Final Closing Date Purchase Price (as determined in accordance with this Section 1.3) and the Estimated Purchase Price, and payment shall be made in respect of any such post-Closing adjustment as set forth in Section 1.3(e).

  • If such shortfall is greater than the Adjustment Escrow Amount, then Seller shall, promptly, but no later than five (5) business days after the final determination of the Final Closing Date Purchase Price, pay the remaining balance to Buyer by wire transfer of immediately available funds to an account designated by Buyer.

  • The Initial Purchase Price will be adjusted pursuant to Section 2.2(a) (as adjusted, the “ Closing Date Purchase Price ”), and further adjusted pursuant to Section 2.2(b) (as finally adjusted, the “ Final Closing Date Purchase Price ”).


More Definitions of Final Closing Date Purchase Price

Final Closing Date Purchase Price means (i) the Base Amount, minus (ii) the amount of Indebtedness as finally determined pursuant to Section 2.2(c), plus (iii) the amount of Cash as finally determined pursuant to Section 2.2(c), plus (iv) the amount, if any, by which the Net Working Capital as finally determined pursuant to Section 2.2(c) exceeds the Target Net Working Capital Amount, minus (v) the amount, if any, by which the Net Working Capital as finally determined pursuant to Section 2.2(c) is less than the Target Net Working Capital Amount, minus (vi) the amount of the Transaction Expenses as finally determined pursuant to Section 2.2(c).
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Final Closing Date Purchase Price has the meaning set forth in Section 1.5(c) hereof.
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Final Closing Date Purchase Price is the same as the Closing Date Purchase Price. Upon execution of this Agreement, Buyer has paid to Seller the amount of $1,000,000 as a deposit against the Closing Date Purchase Price (the “Deposit”). Buyer shall have no right to return of the Deposit except upon termination of this Agreement as provided in Section 8.3.”
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Related to Final Closing Date Purchase Price

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

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

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

  • 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 has the meaning set forth in Section 3.2.

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

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

  • 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.

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

  • 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.

  • 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.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • 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.

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

  • Aggregate Purchase Price has the meaning set forth in Section 1.1.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

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

  • 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).

  • Series Closing Date means the date designated as such in the Series Term Sheet.

  • Final Purchase Price has the meaning set forth in Section 2.02.

  • Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.

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

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.