Closing Date Payment Amount definition

Closing Date Payment Amount has the meaning specified in Section 2.3(a).

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Closing Date Payment Amount has the meaning set out in Section 1.4.

Closing Date Payment Amount has the meaning given such term in Section 2.3.2(b) of this Agreement.

Examples of Closing Date Payment Amount in a sentence

Any Tax refund for any Pre-Closing Period (but only to the extent that such Tax refund is not taken into account in the determination of the Closing Date Payment Amount) shall be the property of the Seller, and if received by the Purchaser or any of its Affiliates, the amount of such Tax refund (less any Taxes and reasonable costs or expenses incurred by the Purchaser or any of its Affiliates in connection with the pursuit or receipt of any such Tax refund) shall be paid over promptly to the Seller.
To the extent that Taxes with respect to a Tax Return filed pursuant to this Section 7.02(b) reduced Purchaser’s payment of the Closing Date Payment Amount (as finally determined pursuant to Section 2.06) by an amount that exceeds the amount due with respect to such Tax Return, Purchaser shall pay such excess amount to the Seller.
Subject to the foregoing, the Parties agree that the procedures set forth in this Section 2.06(e) for resolving disputes with respect to the Initial Closing Statement and the Closing Date Payment Amount, including the components thereof, shall be the sole and exclusive method for resolving any such disputes.
To the extent that Taxes paid by Seller with respect to such a Tax Return were included in the Closing Indebtedness Amount or Closing Date Working Capital Amount and reduced Purchaser’s payment of the Closing Date Payment Amount (as finally determined pursuant to Section 2.06), Purchaser shall pay the Seller the amount by which such Taxes reduced Purchaser’s payment of the Closing Date Payment Amount (as finally determined pursuant to Section 2.06).
No amount with respect to a matter shall be included more than once in the calculation of the Closing Date Payment Amount.

More Definitions of Closing Date Payment Amount

Closing Date Payment Amount shall have the meaning set forth in Section 2.5(b).

Closing Date Payment Amount means $52,500,000 (Fifty-Two Million Five Hundred Thousand U.S. Dollars) less any Transaction Expenses that Parent pays on behalf of the Company pursuant to Section 7.7.

Closing Date Payment Amount means $135,000,000, subject to adjustment as provided below. If the Closing Run Rate Revenues at the Closing Date are less than 90% of the Reference Run Rate Revenues, the Closing Date Payment Amount shall be reduced by 2.0% for each percentage point by which the Closing Run Rate Revenues are less than 90% but greater than or equal to 80% of the Reference Run Rate Revenues. If the Closing Run Rate Revenues at the Closing Date are less than 80% of the Reference Run Rate Revenues, the Closing Date Payment Amount shall be further reduced by 4.0% for each percentage point by which the Closing Run Rate Revenues are less than 80% but greater than or equal to 70% of the Reference Run Rate Revenues. In the event the shortfall includes a fraction of a percent, the reduction in the Closing Date Payment Amount shall be computed by interpolation. In no event shall the Closing Date Payment Amount be less than $54,000,000.

Closing Date Payment Amount means an amount equal to (i) the Assumed Closing Date Payment Amount, if the Estimated Closing Run Rate Revenues equal at least 90% and not more than 110% of the Current Run Rate Revenues, or (ii) the product of (x) the Assumed Closing Date Payment Amount and (y) 100% minus the difference between (A) 90% and (B) the percentage determined by dividing the Estimated Closing Run Rate Revenues by the Current Run Rate Revenues, if the Estimated Closing Run Rate Revenues are less than 90% of the Current Run Rate Revenues or (iii) the product of (x) the Assumed Closing Date Payment Amount and (y) 100% plus the difference between (A) the percentage determined by dividing the Estimated Closing Run Rate Revenues by the Current Run Rate Revenues and (B) 110%, if the Estimated Closing Run Rate Revenues are more than 110% of the Current Run Rate Revenues.

Closing Date Payment Amount means the sum of the aggregate Lender Consideration and the aggregate Transaction Costs;

Closing Date Payment Amount. 2.06(a) “Closing Overpayment” 2.06(f)(ii) “Closing Underpayment” 2.06(f)(i) “Committed Debt Financing” 4.05(b) “Company Confidential Information” 5.03(b) “Competing Business” 5.19 “Continuing Commercial Relationships” 5.17 “Continuing Employee” 6.01(a) “Contribution” 5.16 “Debt Commitment Letter” 4.05(b) “Debt Financing” 4.05(b) “Debt Investor” 4.05(b) “Disputed Items” 2.06(d)

Closing Date Payment Amount means US$773.57 million (a portion of which may be paid in the form of Distribution Amount for the period from the Pre-Closing Date to the Closing Date pursuant to Section 6.03(b)).

Filter & Search

Related Definitions