Closing Assumed Liability Amount definition

Closing Assumed Liability Amount means the Assumed Liability Amount as of the Calculation Time, determined in accordance with Section 2.03.
Sample 1
Closing Assumed Liability Amount means, with respect to any Closing and without duplication, the sum of (a) the aggregate principal of any Indebtedness (including, with respect to any Purchased Asset to be Transferred at such Closing, the deferred purchase price amount of any Indebtedness) related to such Purchased Asset constituting an Assumed Liability to be assumed by Buyer at such Closing, including, for the avoidance of doubt, any accrued or unpaid interest or penalty, plus (b) any unpaid amounts accrued, due or incurred by Seller for any period on or prior to such Closing Date under any Assumed Contract (other than those Assumed Contracts constituting Indebtedness that are reflected in clause (a) of this definition), less (c) any deposits or similar payments paid or made by Seller on account of any Assumed Contract for any asset to be purchased, leased or otherwise acquired by Buyer under such Assumed Contract to the extent such asset would have otherwise been a Purchased Asset or is a Purchased Asset under this Agreement (to the extent not otherwise reflected in the undepreciated capital cost for any Purchased Asset at the time of the applicable Closing and only to the extent such deposits are not otherwise returned or refunded to Seller), in each case, as of such Closing.
Sample 1

Examples of Closing Assumed Liability Amount in a sentence

  • Services hereunder will be performed by personnel who have the knowledge, skills, training and experience necessary to perform the same and Transmission Owner will use reasonable efforts to perform the same within the estimates set forth in Schedule 2 (which estimates the Parties acknowledge have been incorporated into the Closing Assumed Liability Amount (as defined in the Acquisition Agreements)).

  • At least four (4) Business Days prior to Closing, DDD shall deliver to the Buyers a statement (the “Estimated Closing Statement”) setting forth its good faith estimates of Closing Current Assets, Closing Assumed Liability Amount together with a calculation of the Purchase Price based on such estimates (the “Estimated Purchase Price”).

  • The Parties acknowledge and agree that the aggregate amount of all Liabilities included in new item (v) on Exhibit C pursuant to Section 1 above shall be included in the calculation of the Closing Assumed Liability Amount for purposes of the Closing Statement and the calculation of the Final Purchase Price pursuant to Section 2.03 of the Original Agreement.

Related to Closing Assumed Liability Amount

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Closing Amount has the meaning set forth in Section 2.2(a).

  • Related Liability Amount with respect to any Related Liability on the books of the Assuming Institution, means the amount of such Related Liability as stated on the Accounting Records of the Assuming Institution (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one asset, the amount of such Related Liability shall be allocated among such assets for the purpose of determining the Related Liability Amount with respect to any one of such assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of the entity that owns such asset.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Assumed State and Local Tax Rate means the tax rate equal to the sum of the products of (x) the Corporation’s income tax apportionment factor for each state and local jurisdiction in which the Corporation files income or franchise tax returns for the relevant Taxable Year and (y) the highest corporate income and franchise tax rate in effect for such Taxable Year for each such state and local jurisdiction in which the Corporation files income tax returns for each relevant Taxable Year.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Closing Value means, as of a particular date, the value of a Share determined by the closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).

  • RI Closing Value means, in respect of a Reference Item and a ST Valuation Date, the Settlement Level (as defined in the Equity Linked Conditions) on such ST Valuation Date.

  • Title Defect Amount means the amount by which the Allocated Value of the Title Defect Property affected by such Title Defect is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following methodology, terms and conditions:

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Closing Indebtedness Amount means, as of immediately prior to the Effective Time, the aggregate amount of Indebtedness of the Company, including all accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Indebtedness through the Effective Time.

  • Assumed Scheduled Payment means: (i) with respect to any Balloon Mortgage Loan as to which advancing is required hereunder for its Maturity Date (provided that such Balloon Mortgage Loan has not been paid in full, and no Final Recovery Determination or other sale or liquidation has occurred in respect thereof, on or before the end of the Collection Period in which such Maturity Date occurs) and for any subsequent Due Date therefor as of which such Balloon Mortgage Loan remains outstanding and part of the Trust, if no Scheduled Payment (other than the related delinquent Balloon Payment) is due for such Due Date, the scheduled monthly payment of principal and/or interest deemed to be due in respect thereof on such Due Date equal to the Scheduled Payment that would have been due in respect of such Balloon Mortgage Loan on such Due Date, if it had been required to continue to accrue interest in accordance with its terms, and to pay principal in accordance with the amortization schedule in effect immediately prior to, and without regard to the occurrence of, its most recent Maturity Date (as such may have been extended in connection with a bankruptcy or similar proceeding involving the related Mortgagor or a modification, waiver or amendment of such Balloon Mortgage Loan granted or agreed to by the Master Servicer or the Special Servicer pursuant to the terms hereof), and (ii) with respect to any REO Mortgage Loan for any Due Date therefor as of which the related REO Property or an interest therein remains part of the Trust, the scheduled monthly payment of principal and interest deemed to be due in respect thereof on such Due Date equal to the Scheduled Payment (or, in the case of a Balloon Mortgage Loan described in clause (i) of this definition, the Assumed Scheduled Payment) that was due in respect of the related Mortgage Loan on the last Due Date prior to its becoming an REO Mortgage Loan. The amount of the Assumed Scheduled Payment for any A Note shall be calculated solely by reference to the terms of such A Note (as modified in connection with any bankruptcy or similar proceeding involving the related Mortgagor or pursuant to a modification, waiver or amendment of such Mortgage Loan granted or agreed to by the Master Servicer or the Special Servicer pursuant to the terms hereof) and without regard to the remittance provisions of the related Intercreditor Agreement.

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).