Closing Amounts Sample Clauses

Closing Amounts. (i) Schedule 3.5(d)(i) sets forth a complete and accurate description of the Closing Date Indebtedness.
Sample 1
AutoNDA by SimpleDocs
Closing Amounts. On the date that is twelve (12) Business Days prior to the Closing Date, PTAC shall deliver to the Company a written statement setting forth its good faith estimate and calculation of any Excess PTAC Transaction Expenses. On the date that is ten (10) Business Days prior to the Closing Date, the Company shall deliver to PTAC a written statement (“Closing Statement”) setting forth (i) its good faith calculation of (A) Net Working Capital, (B) Closing Date Indebtedness, (C) Cash, and (D) Unpaid Alternative Transaction Expenses, (ii) the Company’s calculation of the Closing Merger Consideration and (iii) the Allocation Schedule, in each case, including a detailed itemization of the components thereof, and determined in a manner consistent with the definitions thereof and the Accounting Principles, to the extent included in the applicable definition. Following PTAC’s receipt of the Closing Statement and through the Closing Date, PTAC shall have the right to review and comment on such calculations and estimates, the Company shall consider in good faith any such comments made by PTAC, and the Company and PTAC shall cooperate with each other through the Closing Date and use good faith efforts to resolve any differences regarding the calculation of the Closing Merger Consideration and each of the components of the Closing Merger Consideration (and any updates or revisions as may be agreed to by the Company and PTAC shall be included in the Closing Statement). The Company shall, and shall cause its Representatives to, (i) reasonably cooperate with PTAC and its Representatives to the extent related to its review of the Closing Statement and the calculations and estimates contained therein (including engaging in good faith discussions related thereto) and (ii) provide access to personnel, books, records and other information during normal business hours to the extent related to the preparation of the Closing Statement and reasonably requested by PTAC or its Representatives in connection with such review; provided that PTAC shall not, and shall cause its Representatives to not, unreasonably interfere with the business of the Company in connection with any such access.
Sample 1
Closing Amounts. The Purchase Price to be paid by Purchaser to ----------------- Seller for the Business and the Purchased Assets shall be SEVEN HUNDRED TWENTY-TWO THOUSAND FIVE HUNDRED THIRTY-TWO DOLLARS ($723,532) subject to final review and approval of the StarTronix International, Inc. Board of Directors.
Sample 1
Closing Amounts. (a) At least three (3) days prior to the Closing Date, Holdings shall deliver to Purchaser (i) a statement prepared in good faith (the “Estimated Closing Statement”) setting forth (A) the Estimated Balance Sheet, (B) the Estimated Working Capital, (C) the Estimated Company Cash, (D) the Estimated Scrap Metal, (E) the Debt Payoff Amount and (F) the outstanding Transaction Expenses and (ii) the executed Payoff Letters in form reasonably satisfactory to Purchaser.
Sample 1
Closing Amounts. (a) At least three (3) Business Days prior to the Closing Date, Seller Representative (on behalf of Sellers) shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth its good faith estimate of and in reasonable detail (i) the Estimated Balance Sheet, (ii) the Estimated Company Cash, (iii) Estimated Closing Indebtedness (including the Debt Payoff Amount) and (iv) the Estimated Transaction Expenses. The Parties will cooperate in good faith to resolve any disputes with respect to the Estimated Closing Statement.
Sample 1
Closing Amounts. The purchase price to be paid by Buyer to Seller for the Business and the Purchased Assets shall be EIGHT HUNDRED THOUSAND ($800,000.00) DOLLARS, plus the dollar value of Seller's inventory at the lower of cost or current book value subject to the allocations as described in SCHEDULE 2.1, and the Closing Adjustments provided for by SECTION 9.6 hereof ("Purchase Price"). The parties will file Form 8594 with the Internal Revenue Services utilizing such allocations. Buyer and Seller shall not treat the allocation of Purchase Price inconsistently with the allocation under Section 2.1 and in no tax audit, tax examination, tax review or tax litigation will either Buyer or Seller claim or assert that the allocation of the Purchase Price is or should be inconsistent with Section 2.1 or was not separately bargained for at arm's length and in good faith. The Purchase Price is composed of the components set out in Section 2.2.
Sample 1
Closing Amounts. (i) The First Closing Base Purchase Price, increased or decreased (but not below zero) by the net amount of the estimated upward and downward adjustments under Section 3.2(a) set forth in the First Preliminary Settlement Statement is referred to as the “
Sample 1
AutoNDA by SimpleDocs
Closing Amounts. (a) Immediately prior to the Closing, (i) Purchaser, at its sole cost and expense (in addition to the payment of the Purchase Price), shall contribute such amount of capital or assets to the Company, if any, as is required by the Florida Department of Insurance ("DOI"), in order to obtain DOI approval of the purchase of the Shares by Purchaser as contemplated by this Agreement (exclusive of any capital or assets contributed by Seller as provided under clause (ii) of this subsection), and (ii) Seller, at its sole cost and expense, shall contribute such amount of capital or assets to the Company, if any, such that the Company has the required minimum statutory surplus as of the Closing as determined in accordance with Section 641.225, F.S. (2000).
Sample 1
Closing Amounts. Within thirty (30) days after the Closing Date, Parent shall deliver to the Principal Stockholders a statement setting forth Parent’s calculation of each of Closing Cash, Closing Indebtedness, Closing Working Capital and Closing Deferred Subscription Revenue (the “Closing Date Schedule”).
Sample 1

Related to Closing Amounts

  • Disputed Amounts If Customer disputes any charge or amount on any invoice and such dispute cannot be resolved promptly through good faith discussions between the parties, Customer shall pay the amounts due under this Agreement less the disputed amount, and the parties shall diligently proceed to resolve such disputed amount. An amount will be considered disputed in good faith if (i) Customer delivers a written statement to M&I on or before the due date of the invoice, describing in detail the basis of the dispute and the amount being withheld by Customer, (ii) such written statement represents that the amount in dispute has been determined after due investigation of the facts and that such disputed amount has been determined in good faith, and (iii) all other amounts due from Customer that are not in dispute have been paid in accordance with the terms of this Agreement.

  • Closing Fees On the Effective Date, the Borrower agrees to pay to the Administrative Agent and each Lender all loan fees as have been agreed to in writing by the Parent and the Joint Lead Arrangers.

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • Closing Adjustments To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Closing Payments At the Closing, Parent shall pay or cause to be paid the following amounts by wire transfers of immediately available funds:

  • Additional Escrow Amounts On the date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in accordance with Section 2.4 of the Deposit Agreement.

  • Payment at Closing; Fee Letters The Borrower shall have paid to the Administrative Agent and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder (including, without limitation, legal (including, without limitation, local counsel) fees and expenses) and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Closing Date Payment The term “Closing Date Payment” shall have the meaning ascribed to it in Section 3.

  • Closing Escrow The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the Xxxxxxx Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.