Closing Balance Target means $1,058,000.00 or such other amount as the parties agree upon as provided in Section 2.3.
Closing Balance Target means $1,058,000.00 or such other amount as the parties agree upon as provided in Section 2.3. “Closing Date” has the meaning set forth Section 3.1. “Closing Payment” has the meaning set forth in Section 2.2(a). “Code” means the Internal Revenue Code of 1986, as amended. “Company” has the meaning set forth in the recitals. “Contracts” means all contracts, agreements (including, without limitation, employment and non-competition agreements), leases (whether real or personal property), commitments, instruments, guarantees, bids, orders and proposals and all oral understandings. “Controlled Group” has the meaning set forth in Section 4.13(e). “Copyright” means all copyrights, copyrightable works, mask work rights, rights in databases, data collections, copyright registrations and applications for copyright registration and equivalents and counterparts of the foregoing. “Deductible” has the meaning set forth in Section 7.3(c). “Deposit” means Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in cash. “Diamond” has the meaning set forth in the preamble. “Diamond Employment Agreement” has the meaning set forth Section 3.2(d). “Domain Names” means all Internet electronic addresses, uniform resource locators and alphanumeric designations associated therewith and all registrations for any of the foregoing, including, without limitation, any and all rights to the following names and domain names: xxxx://xxx.xxxxxxx-xxxx.xxx. “Earnout Payment” has the meaning set forth in Section 2.5(a). “EBITDA” means the Company’s net income plus, federal and state corporate income tax (if applicable), interest expense, and depreciation, and amortization expense attributable to the Company’s operations only calculated in accordance with GAAP consistently applied in a manner