Closing Date Payment definition

Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

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Closing Date Payment shall have the meaning ascribed to it in Section 3.

Closing Date Payment shall have the meaning given to such term in Section 2.2.2.1 herein.

Examples of Closing Date Payment in a sentence

No fewer than three (3) Business Days prior to the anticipated Closing Date, Seller shall prepare and deliver to Purchaser, a statement (the “Pre-Closing Statement”), setting forth Seller’s good faith estimate, together with reasonable supporting detail, of (a) Working Capital (the “Estimated Working Capital”), (b) the Estimated Working Capital Surplus (if any) and the (c) Estimated Working Capital Deficit (if any), which amounts shall be used to determine the calculation of the Closing Date Payment.
The Closing Date Payment shall be paid by Purchaser to Seller at the Closing in cash, by wire transfer of immediately available funds in accordance with the Wire Transfer Instructions.
Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 3.03(b) shall be the exclusive mechanism for resolving disputes regarding the Working Capital, the Working Capital Surplus (if any), the Working Capital Deficit (if any), and the Closing Date Payment.
If (x) the result of the Final Closing Date Payment as so adjusted is greater than (y) the Closing Date Payment paid to Seller at Closing pursuant to Section 3.01 (such excess of (x) over (y), the “Surplus”), then promptly (and in any event within five (5) Business Days) after the Final Amounts are finally determined pursuant to this Section 3.03, Purchaser shall pay to Seller by wire transfer of immediately available funds to the accounts designated in writing by Seller, an amount equal to the Surplus.
For U.S. federal (and applicable state and local) Income Tax purposes, the Parties agree that the Final Closing Date Payment (together with any adjustments thereto and any other amounts properly characterized as consideration for applicable Tax purposes) (the “Tax Purchase Price”) shall be allocated among the Purchased Assets for Income Tax purposes in accordance with Sections 1060 of the Code and Treasury Regulations promulgated thereunder (the “Allocation Methodology”).

More Definitions of Closing Date Payment

Closing Date Payment is defined in Section 2.3(b).

Closing Date Payment shall have the meaning set forth in Section 1.10.

Closing Date Payment has the meaning set forth in Section 2.02(a).

Closing Date Payment is defined in Section 2.3(a) of this Agreement.

Closing Date Payment is defined in Section 3.1.

Closing Date Payment has the meaning set forth in Section 2.4(a)(i).

Closing Date Payment means the payment of the Special Cash Payment (as defined in the Separation Agreement).

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