Initial Closing Payment definition

Initial Closing Payment has the meaning set forth in Section 2.3(a).

Initial Closing Payment means the sum of One Billion Three Hundred and Seventy Five Million Dollars ($1,375,000,000.00).

Initial Closing Payment means the Initial Cash Payment and the Initial Share Issuance.

Examples of Initial Closing Payment in a sentence

• Each of the Sellers shall have tendered to Buyer certificates representing the entire Interest owned by such Seller, duly endorsed in blank or with duly executed power to transfer attached, in proper form for transfer and with appropriate transfer stamps, if any, affixed, and executed and delivered a receipt acknowledging payment in full of his or its share of the Initial Closing Payment.

• Either Party shall have the right to elect to effect a tax-deferred exchange including a reverse tax-deferred exchange under Internal Revenue Code Section 1031 (a “Tax Deferred Exchange”) for all or part of the Properties, in the case of PXP, or all or part of the Initial Closing Payment and/or the Final Closing Payment, in the case of Chesapeake, at any time prior to the date three (3) days before each respective closing date.

• On the Closing Date, the Company shall deliver to the Investor, a Debenture registered the name of the Investor, and the Investor shall cause a wire transfer in same day funds to be sent to the account of the Company as instructed in writing by the Company, in an amount representing the Initial Closing Payment.

• For example, if Seller claims the Initial Closing Payment amount is $1,000 more than the amount determined by Parent, and if the Independent Accounting Firm ultimately resolves the dispute by awarding Seller $700 of the $1,000 contested, then the costs and expenses of the Independent Accounting Firm will be allocated 70% (i.e., 700 ÷ 1,000) to Parent and 30% (i.e., 300 ÷ 1,000) to Seller.

• In resolving any disputed item, the Independent Accounting Firm may not assign a higher value to the Closing TTM EBITDA or to the Initial Closing Payment (including the Initial Cash Payment and the Initial Share Issuance) than that contained in the Final Closing Notice, or a lower value to the Closing TTM EBITDA or to the Initial Closing Payment (including the Initial Cash Payment and the Initial Share Issuance) that that contained in the Closing Objection Notice.

More Definitions of Initial Closing Payment

Initial Closing Payment means the Initial Purchase Price minus the Escrow Amount.

Initial Closing Payment means (A) an amount equal to the CFC IPA Cash Purchase Price, (B) plus the Deposit Escrow Amount minus $21,000, (C) plus or minus, as applicable, the Estimated Closing IPA Cash-to-Claims Amount, (D) plus the Estimated Closing IPA TNE Surplus or minus the Estimated Closing IPA TNE Deficiency, as applicable, (E) minus the CFC Indemnity Escrow Amount, (F) minus the CFC Adjustment Escrow Amount, (G) minus the Estimated Initial Closing Funded Indebtedness, and (H) minus the Initial Closing Estimated Transaction Expenses as of the Initial Closing.

Initial Closing Payment has the meaning set forth in the Closing Payment Letter.

Initial Closing Payment is defined in Section 2.2.

Initial Closing Payment shall have the meaning ascribed to such term in Section 2.1(a).

Initial Closing Payment means (A) an amount equal to the CFC IPA Cash Purchase Price, (B) plus the Deposit Escrow Amount minus $21,000, (C) plus or minus, as applicable, the Estimated Closing IPA Cash-to-Claims Amount, (D) plus the Estimated Closing IPA TNE Surplus or minus the Estimated Closing IPA TNE Deficiency, as applicable, (E) minus the CFC Indemnity Escrow Amount, (F) minus the CFC Adjustment Escrow Amount, (G) minus the Estimated Initial Closing Funded Indebtedness, and

Initial Closing Payment shall be an amount in cash equal to $480,000 payable to the Investors at the Initial Closing as provided in Section 2.1.