as Closing Date Debt Sample Clauses

as Closing Date Debt. The Closing Date Debt shall be based on pay-off letters obtained from the Corporation's and KCI's lenders. The Effective Date Current Assets, Effective Date Current Liabilities, the Net Profit, the Net Loss and the Post Closure Liability shall be based on estimates of such amounts delivered to WCI by the Corporation and KCI at Closing. As used herein, the term "Net Profit" or "Net Loss" shall mean the net profit or net loss of the Corporation and the KCI Business calculated in materially the same manner that net profit and net loss were calculated for the Corporation and the KCI Business for the periods prior to the Effective Date, and which profits or losses shall be incurred in compliance with Section 5 herein. The term "Post Closure Liability" shall mean the amount by which the Corporation's estimated closure and post closure liabilities with respect to the landfill set forth on Schedule A (based on engineering estimates taking into account the airspace depleted prior to the Effective Date) exceeds the reserves established therefor (the "Reserves"), all as more specifically set forth on Schedule 1.5(a)(iv). At Closing, the following portion of the Purchase Price shall be paid to the Shareholders and KCI in immediately available funds by wire transfer: eight million one hundred thousand dollars ($8,100,000) (v) minus the Closing Date Debt, (w) plus or minus, as the case may be, any estimated Net Loss or Net Profit (x) minus the Post Closure Liability, (y) plus or minus, as the case may be, the amount by which the estimated Effective Date Current Assets are greater or less than the estimated Effective Date Current Liabilities, and (z) plus $104,213.25 included in Closing Date Debt as set forth above. Within ninety (90) days after the Closing, WCI and the Shareholders shall determine the actual Closing Date Debt, Effective Date Current Assets, Effective Date Current Liabilities, Net Profit or Net Loss, and Post Closure Liability. If the difference between the actual amounts of such items and the estimated amounts provided at Closing results in an increase in the amount that should have been paid at the Closing over the amount that was so paid, WCI shall promptly pay such amount to the Shareholders or KCI, as the case may be; if the result is a decrease in the amount that should have been paid at the Closing from the amount that was so paid, the Shareholders or KCI, as the case may be, shall promptly pay such amount to WCI (the "Post Closing Adjustment").
Sample 1
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Related to as Closing Date Debt

  • Initial Closing Date The obligation of the Company hereunder to issue and sell the Initial Preferred Shares to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Closing Date Delivery 2 2.1 Closing Date....................................................................................... 2 2.2 Delivery........................................................................................... 2

  • Additional Closing (i) Upon the terms and subject to the conditions set forth herein, five (5) calendar days following the filing with the Commission of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Closing. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closing shall occur at the offices of Xxxxx Xxxxxxx LLP, counsel to the Purchaser, or such other location as the parties shall mutually agree.

  • The First Closing Date Delivery of certificates or electronic book entries, as applicable, for the Firm Shares to be subscribed for by the Underwriters and payment therefor shall be made at the offices of Xxxxxxxxx & Xxxxxxx LLP (or such other place as may be agreed to by the Company and the Representative) at 9:00 a.m. New York City time, on [—], or such other time and date not later than 1:30 p.m. New York City time, on [—] as the Representative shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.

  • Closing Date Balance Sheet (a) Prior to Closing, the parties will cooperate in preparing a balance sheet dated as of the Closing Date (the "Closing Date Balance Sheet") reflecting the amount by which the value of the Purchased Assets as of the Closing Date exceeds the Assumed Liabilities as of the Closing Date (the "Net Value"). Purchaser and Seller agree that the Closing Date Balance Sheet will be prepared in a manner consistent with the balance sheet as of June 28, 1997 attached hereto as Exhibit A and will reflect an update of the Preliminary Balance Sheet (as defined in Section 3.03(b) below). Purchaser and Seller will endeavor in good faith to resolve any disputes in the determination of the Net Value and the preparation of the Preliminary Balance Sheet and the Closing Date Balance Sheet. (b) Seller shall take a physical inventory (the "Closing Inventory") of the Divisions as of the last day of the most recent month that is not more than 30 days prior to the Closing Date (or such other date as Seller and Purchaser shall mutually agree) and will prepare a preliminary balance sheet as of the date of the Closing Inventory (the "Preliminary Balance Sheet") reflecting the value of the Purchased Assets and the Assumed Liabilities as of the date of the Preliminary Balance Sheet. Purchaser and its representatives will have the right to participate in the taking of the Closing Inventory. Not less than five days prior to Closing, Seller will deliver a copy of the Preliminary Balance Sheet to Purchaser for its review. Seller and Purchaser will cooperate to determine a method reasonably acceptable to each party to make adjustments to and update the Preliminary Balance Sheet for purposes of preparing the Closing Date Balance Sheet. 3.04

  • Closing Date Deliveries On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Purchase Option.

  • Closing Date The date and time of the first issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on or about May 15, 2019, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

  • First Closing The First Closing shall have occurred.

  • Funding Date The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

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