Closing Date Amount Sample Clauses

Closing Date Amount. Purchaser shall have transferred (or caused to be transferred) in immediately available funds the Closing Date Amount pursuant to, in accordance with and into the account or accounts designated in, Part I of Appendix B.
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Closing Date Amount. The Agents shall have received evidence satisfactory to them that the Borrower has received from Parent the Closing Date Amount in cash, representing the purchase price for the Aegis Notes.
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Closing Date Amount. No later than two Business Days prior to the Closing Date, Parent shall prepare and deliver to Purchaser its good faith estimate of the Closing Adjustment Balance Sheet and a written statement (the “Estimated Adjustment Statement”) setting forth Parent’s good faith estimate of the (a) Cash Amount, (b) Indebtedness Amount, (c) Transaction Expense Amount, (d) Net Working Capital Amount and (e) the resulting calculation of the Adjustment Amount (such estimate, the “Estimated Adjustment Amount”), in each case, prepared in accordance with the Adjustment Statement Principles and the applicable definitions contained herein, together with reasonable supporting documentation for the estimates and calculations contained therein. Following the delivery of the Closing Adjustment Balance Sheet and the Estimated Adjustment Statement, Parent and the Parent Subsidiaries shall afford to Purchaser reasonable access during normal business hours to all such supporting documentation, Records and other information of Parent and the Parent Subsidiaries as Purchaser may in good faith request to the extent relevant to the calculation of the Estimated Adjustment Amount or the matters set forth in the Estimated Adjustment Statement. Parent shall consider in good faith any reasonable comments of Purchaser to such estimates, and the Estimated Adjustment Statement or components thereof shall be amended for all purposes hereunder to reflect any of Purchaser’s comments agreed to in writing by Parent in Parent’s sole discretion (which agreement or lack thereof shall be without prejudice to (or other limitations on) the preparation of or objection to the Closing Adjustment Statement or calculation of components thereof). In no event shall Parent’s obligation to consider any such comments, or the existence of any unresolved objections with respect to the Estimated Adjustment Statement, operate to delay or defer the Closing in any respect, and the Estimated Adjustment Statement shall be the basis upon which the Closing occurs to the extent that any unresolved objections exist (subject only to changes that Parent has agreed in writing to make thereto in Parent’s sole discretion). For purposes of this Agreement, the term “Closing Date Amount” means (i) (A) the Purchase Price plus the Estimated Adjustment Amount, if the Estimated Adjustment Amount is a positive amount, or (B) the Purchase Price minus the absolute value of the Estimated Adjustment Amount, if the Estimated Adjustment Amount is a ...
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Closing Date Amount. On the Closing Date, Buyer shall pay to Seller, through wire transfer of immediately available and transferable funds to the bank account indicated by Seller in Schedule 3.2 hereto (“Seller’s Bank Account”), an amount equivalent in Reais to forty thousand, eight hundred and twenty US Dollars (US$40,820.00) (“Closing Date Amount”).
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Related to Closing Date Amount

  • Closing Date Certificate Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

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

  • 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 and Place 15. Closing shall take place at the office of at o’clock on , 20 or, upon reasonable notice (by telephone or otherwise) by Purchaser, at the office of

  • Closing Date and Location The Transaction will be completed at 10:00 a.m. (Pacific time) on the Closing Date, at the offices of the Purchaser’s Solicitors, or at such other location and time as is mutually agreed to by the Purchaser and the Target. Notwithstanding the location of the Closing, each party agrees that the Closing may be completed by the exchange of undertakings between the respective legal counsel for the Purchaser and the Target, provided such undertakings are satisfactory to each party’s respective legal counsel.

  • 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):

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

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

  • 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:

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