Initial Closing Date Amount definition

Initial Closing Date Amount means an amount equal to:
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Initial Closing Date Amount means the amount equal to (a) the Purchase Price plus (b) the amount equal to (i) Estimated Cash plus (ii) the lesser of (x) Estimated Working Capital and (y) $165,700,000 minus (iii) Target Working Capital, minus (iv) Estimated Closing Indebtedness minus (v) Estimated Transaction Expenses minus (vi) Estimated Change of Control Payments.
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Examples of Initial Closing Date Amount in a sentence

  • For the avoidance of doubt, this Section 2.5 is not intended to adjust the Initial Closing Date Amount or the Final Closing Date Amount for errors or omissions, under GAAP or otherwise, that may be found with respect to the Closing Statement or Target Working Capital.

  • Assuming Purchaser has the requisite corporate or other organizational power and authority to be the lawful owner of the Transferred Equity Interests, upon completion of the actions described in Section 1.03(b) and Seller’s receipt of the Initial Closing Date Amount, Purchaser shall be the record and beneficial owner of the Transferred Equity Interests, free and clear of all Liens, other than Liens imposed under applicable securities Laws or those arising from acts of Purchaser or its Affiliates.

  • Seller shall provide Purchaser with a reasonable opportunity to review and comment on the Estimated Closing Statement and shall consider in good faith any revisions proposed by Purchaser and its Representatives with respect to such estimates and the Initial Closing Date Amount (provided that in no event shall the Principal Closing be delayed on account of any review by Purchaser of the Estimated Closing Statement).

  • Prior to the Closing, Seller and Purchaser shall cooperate in good faith to agree upon the calculations in the Estimated Closing Statement and the Initial Closing Date Amount; provided that if despite such good faith efforts Seller and Purchaser are unable to agree upon the Initial Closing Date Amount, then the Initial Closing Date Amount determined by Seller (as modified by the good faith agreement of Seller and Purchaser, if any, pursuant to the terms of this Section 1.04) shall control.

  • For the avoidance of doubt, this Section 2.6 is not intended to adjust the Initial Closing Date Amount or the Final Purchase Price for errors or omissions, under GAAP, or otherwise, that may be found with respect to the Unaudited Historical Financial Information or Target Working Capital, in each case except for such adjustments that are required by the terms and definitions set forth in this Agreement and the Accounting Principles.

  • The Estimated Closing Statement shall be prepared in accordance with the Accounting Principles and be accompanied with reasonable supporting information used by Seller in the preparation of the estimates of each component of the Initial Closing Date Amount and invoices or similar supporting documentation with respect to the estimated Closing Transaction Expenses set forth in the Estimated Closing Statement.

  • Parent shall consider any reasonable comments provided by Purchaser based on Purchaser’s review of the Estimated Closing Statement and any such documentation and make any corresponding changes to the Initial Closing Date Amount that Parent deems appropriate based on Purchaser’s proposed adjustments (provided that in no event shall the Closing be delayed on account of any review by Purchaser of the Estimated Closing Statement).

  • Assuming Purchaser has the requisite corporate or other organizational power and authority to be the lawful owner of the Transferred Equity Interests, upon completion of the actions described in Section 1.03(b) and Seller’s receipt of the Initial Closing Date Amount, Purchaser shall be the record and beneficial owner of the Transferred Equity Interests, free and clear of all Liens, other than those arising from acts of Purchaser or its Affiliates.