Earnout Amount has the meaning set forth in Section 2.5.1b).
M&O Amount means the revenue protection payment required as part of this Agreement as set out in TEXAS EDUCATION CODE Section 48.256(d) and shall have the meaning assigned to such term in Section 4.2 of this Agreement.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
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.
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Target Amount is defined in Section 4.3(b)(i).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.
Target Value shall have the meaning stated in Section 7.2 of Schedule D to this Agreement.
Offset Amount means the amount or amounts which the Joint Venturers may be entitled to offset against future royalty payments pursuant to subclause (3) of this Clause;
Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.
Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.
Closing Payment Amount will have the meaning set forth in Section 1.3(a).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Post-Closing Period means any taxable period or portion thereof beginning after the Closing Date. If a taxable period begins on or before the Closing Date and ends after the Closing Date, then the portion of the taxable period that begins on the day following the Closing Date shall constitute a Post-Closing Period.
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).