Total Closing Payment definition

Total Closing Payment means an amount equal to the sum of (a) $182,541,460.15 plus (b) solely if the Closing has not occurred on or prior to November 16, 2023, an amount equal to $40,009.09 per day for the actual number of days elapsed commencing on November 17, 2023 through and until the earlier of (i) the Closing Date and (ii) December 1, 2023, it being understood that in no event shall the Total Closing Payment exceed $183,141,596.46.
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Total Closing Payment means the settlement payment paid by the Borrower on the Closing Date of $960,000,000.
Sample 1
Total Closing Payment means $90.0 million.
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Examples of Total Closing Payment in a sentence

  • The Administrative Agent shall have received the Closing Payment out of the Total Closing Payment to be made by the Borrower on the Closing Date.

  • As of the date of this Agreement, the Equity Commitment Letter has not been withdrawn, rescinded, terminated or otherwise amended or modified and there are no side letters, understandings or other agreements or arrangements of any kind relating to such Equity Commitment Letter that would affect the availability of the Equity Financing on the Closing Date sufficient to enable Purchasers to collectively pay the Total Closing Payment.

  • Notwithstanding the foregoing, but subject to Section 2.04 and Section 2.05 of the Agreement and Section 6(b) and (c) of this letter agreement, upon payment of the Total Closing Payment at Closing, all Closing Repayable Debt as of 11:59 p.m. on October 31, 2015 with respect to which Seller or any of its Affiliates is the lender shall be deemed to have been settled and paid in full.

  • Seller will use its reasonable best efforts to cause to be prepared and delivered to Buyer within 45 days after the Closing Date (instead of within 60 days after the Closing Date) the Closing Balance Sheet and a schedule based on such Closing Balance Sheet setting forth Seller’s calculation of (i) Closing Stockholders Equity, (ii) the Purchase Price, (iii) Closing Repayable Debt and (iv) the Total Closing Payment.

  • Consider two strategies for such a voter: vi = (cx, cy, cz) and vij = (cjx, cjy, czj ).

  • For more complex instruments, the Group uses developed models, which are usually based on valuation methods and techniques generally recognised as standard within the industry.

  • For the avoidance of doubt, Intercompany Accounts accruing during the November Closing Period will not be taken into account in the Closing Balance Sheet or the calculation of the Total Closing Payment and any adjustment thereto pursuant to Sections 2.04 and 2.05 of the Agreement.

  • Notwithstanding the foregoing, but subject to Section 2.04 and Section 2.05, upon payment of the Total Closing Payment at Closing, all Closing Repayable Debt with respect to which Seller or any of its Affiliates is the lender shall be deemed to have been settled and paid in full.

  • Seller shall retain all liabilities under any Seller Plan other than a Company Plan (including any Seller Plan that is a defined benefit pension or post-retirement health plan), other than any such liabilities to the extent that (x) there is included in the Closing Balance Sheet a specific liability or reserve relating to such liability or (y) Buyer has otherwise been compensated for such liability pursuant to the Total Closing Payment adjustment under Section 2.05.

  • If the Final Total Closing Payment exceeds the Estimated Total Closing Payment, Buyer shall pay to Seller, in the manner and with interest as provided in Section 2.05(b), the amount of such excess.


More Definitions of Total Closing Payment

Total Closing Payment means the settlement payment paid by the Company on the Closing Date of $960,000,000.
Sample 1

Related to Total Closing Payment

  • Closing Payment has the meaning set forth in Section 2.2.

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Final Closing means the last closing under the Private Placement;

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Second Closing Date means the date of the Second Closing.

  • Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Series Closing Date means the date designated as such in the Series Term Sheet.

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date

  • 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.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Anticipated Closing Date means the anticipated closing date of any proposed Qualified Sale Transaction, as determined in good faith by the Board of Directors on the Applicable Date.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Second Closing has the meaning set forth in Section 2.2.

  • Expected Final Payment Date means the March 2023 Distribution Date.