Payment at Closing definition

Payment at Closing has the meaning set out in Clause 3.2.1.1;

Payment at Closing means that portion of the Purchase Price Buyer is to pay at the Closing.

Payment at Closing shall have the meaning set forth in SECTION 4.1. "PAYMENT DATE" shall have the meaning set forth in SECTION 5.2. "PERIOD ONE" shall have the meaning set forth in SECTION 4.2. "PERMITTED CORRECTIVE ACTION" shall mean action to correct or repair a problem with a product or service that was previously provided to a customer pursuant to a Customer Contract, where such correction or repair is provided in the ordinary course of business and without the unreimbursed expenditure of more than a DE MINIMIS amount of funds (other than payroll) or commitment of a material amount of resources. "PERIOD TWO" shall have the meaning set forth in SECTION 4.2. "PERMITTED LIENS" shall have the meaning set forth in SECTION 7.6. "PERSON" shall mean any individual, corporation, partnership, Limited Liability Company, joint venture, association, joint-stock company, trust, unincorporated organization, labor union or governmental authority. "PERSONAL PROPERTY" shall have the meaning set forth in SECTION 2.1.6. "POST-CLOSING ESCROW" shall have the meaning set forth in SECTION 12.1.4. "PRE-CLOSING TAXES" shall have the meaning set forth in SECTION 3.2. "REAL PROPERTY" shall have the meaning set forth in SECTION 2.1.7. "RECORDS" shall have the meaning set forth in SECTION 2.1.9. "REQUIRED CONSENT" shall have the meaning set forth in SECTION 10.2.5. "SHARE" or "SHARES" means all of the issued and outstanding shares in the capital of the Company and more particularly XXX common shares free and clear of all encumbrances, charges, liens, claims or limitation that would affect the transfer of all rights with respect thereto to the Buyer; "SELLER" shall have the meaning set forth in the Preamble. 6

Examples of Payment at Closing in a sentence

• In addition, if pursuant to Section 12, the BRI Partnership owes any amounts to the Transferor Partners as a result of prorations and apportionments (the "BRI Additional Payment"), at Closing, the BRI Partnership shall pay the BRI Additional Payment to the Transferor Agent in accordance with the election made by each Transferor Partner pursuant to Section 12.04.

• For the avoidance of doubt, solely for purposes of the calculation of the Estimated Closing Statement, the parties hereto agree that the Earn-Out Payment at Closing shall be zero dollars ($0).

• Purchaser presently has and at -------------------------- Closing will have the financial ability to perform Purchaser's obligations under this Agreement, including Purchaser's obligation to deliver the Closing Cash Payment at Closing.

• Buyer has and will have prior to the Closing sufficient cash, available lines of credit or other sources of immediately available funds necessary to enable it to pay the Closing Payment at Closing and any other amounts payable by Buyer hereunder.

• The Deposit shall be applied to payment of the Closing Payment at Closing or shall otherwise be paid as herein provided.

• Pursuant to Article 7 of the Management Agreement, INMD has paid P.C., for the benefit of Physicians, a Right to Manage Fee in the sum of $1,000,000 cash and $500,000 in INMD stock and pursuant to the Asset Purchase Agreement has paid to Partnership, also for the benefit of Physicians, the sum of $500,000 for the name "Bay Area Fertility," said $2,000,000 being referred to herein as the "Payment at Closing.".

• Buyer has and will have prior to the Closing sufficient cash, available lines of credit or other sources of immediately available funds necessary to enable it to pay the Closing Payment at Closing and any other amounts payable by Buyer hereunder when due.

• The Company shall promptly reimburse the Acquiror for the fees of such firm providing the Reasonably Equivalent Value Opinion up to an aggregate amount that, together with the fees for the Solvency Opinion, does not exceed $500,000; provided, however, that at Acquiror's election, such aggregate fee amount may be credited against the Creditor Payment at Closing or against the Holdback Account.

• If Buyer fails to make the Second Installment Payment at Closing, the Parties shall calculate fifty percent (50%) of the adjustment amounts determined pursuant to Sections 2.5 and, rather than adjust the Purchase Price, the Party that owes the other Party as a result shall pay such other Party the amount owed, and Seller shall convey to Buyer fifty percent (50%) of Seller's right, title and interest in the Interests pursuant to Section 8.3.

• The Xxxxxxx Money shall be applied as a credit to the Assignment Payment at Closing.

More Definitions of Payment at Closing

Payment at Closing shall have the meaning set forth in SECTION 4.1.