Seller Closing Payment definition

Seller Closing Payment shall have the meaning set forth in Section 2.2(c)(i) hereof.

Seller Closing Payment means the Purchase Price minus the Contractor Payments.

Seller Closing Payment has the meaning provided in Section 3.4(b)(iv).

Examples of Seller Closing Payment in a sentence

• If the Closing Payment exceeds the Purchase Price, Purchaser shall reduce the Seller Closing Payment by an amount equal to the Downward Adjustment and adjusting the number of shares of Common Stock issued to Seller by reissuing a new certificate to reflect such reduced number of shares and Seller shall return the previously issued stock certificate to Purchaser for cancellation.

• Within twenty-five (25) calendar days after submission to the Independent Accountant for resolution, Buyer and the Seller Representatives each shall submit a written presentation indicating in writing its position on each Disputed Item and each such Party’s resulting determination of the amount of the Final Closing Net Working Capital, Final Cash Amount, the Final Adjusted Debt Amount, the Final Seller Transaction Expenses and the Final Seller Closing Payment.

• Within thirty (30) calendar days after submission to the Independent Accountant for resolution, Buyer and Seller shall each indicate in writing their position on each disputed matter and each such Party’s determination of the amount of the Final Closing Net Working Capital, the Final Cash Amount, the Final Indebtedness Amount, the Final Debt-Like Items Amount, the Final Seller Transaction Expenses Amount, and the Final Seller Closing Payment.

• In such event, and irrespective of fault, the parties shall fully cooperate with each other to return, each to the other, every item of value each has received theretofore with respect to the Transaction, including without limitation, the Assets, the Purchaser Closing Payment and/or the Seller Closing Payment.

• An amount equal to fifteen percent (15%) of the total Purchase Price is to be held in an escrow and shall be paid on the Closing Date by Purchaser to the Escrow Agent under an Escrow Agreement substantially in the form attached hereto as Exhibit A (the "Escrow Agreement"), by issuance of an appropriate number of 3M shares (the "Escrow Closing Payment"; and together with the Seller Closing Payment, the "Closing Payment").

• The proposed Closing Balance Sheet and the Final Closing Net Working Capital, the Final Cash Amount, the Final Adjusted Debt Amount, the Final Seller Transaction Expenses and the Final Seller Closing Payment will be revised by the Independent Accountant as appropriate to reflect the resolution of any such claims pursuant to this Section 2(f)(ii).

• On the Closing Date, Buyer shall pay to Sellers, out of the Purchase Price, in cash (by Wire Transfer as set forth below), an amount equal to the Purchase Price, less the payments set forth in paragraphs (b)-(e) below (the "Seller Closing Payment Amount"), pursuant to the allocation among Sellers set forth in Schedule 2.2. Broker Closing Payment Amount.

• If Seller does not deliver the Dispute Notice to Buyer within such thirty (30) calendar day time period, then the determination of the Final Closing Net Working Capital, the Final Cash Amount, the Final Indebtedness Amount, the Final Debt-Like Items Amount, the Final Seller Transaction Expenses Amount, and the Final Seller Closing Payment set forth in the Final Closing Statement shall be deemed final and accepted by Seller.

• The Pre-Closing Statement shall be prepared in accordance with the Accounting Principles, include wire or other payment instructions for the payment in accordance with Section 1.3(b) of Seller Transaction Expenses, Change of Control Expenses and the Seller Closing Payment and be accompanied by an internally-generated estimated trial balance for each of the Acquired Companies as of immediately prior to the Closing.

• Any Dispute Notice must set forth in reasonable detail (x) any item delivered by Buyer in the Final Closing Statement which Seller believes has not been prepared in accordance with this Agreement and, to the extent then known or able to be estimated, the purported correct amount of such item and (y) to the extent then known or able to be estimated, Seller’s alternative calculation of each such item and the Final Seller Closing Payment.

More Definitions of Seller Closing Payment

Seller Closing Payment has the meaning given to that term in Section 2.02(a)(vi).

Seller Closing Payment means, with respect to each Seller, an amount equal to the product of (a) the excess of (i) the Closing Purchase Price minus (ii) the Escrow Amount multiplied by (b) such Seller’s Purchase Price Percentage.