Closing Company Payments definition

Closing Company Payments means the Closing Company Severance Expenses and the Closing Company CIC Payments.
Sample 1
Closing Company Payments means the sum of (A) all legal, accounting, tax, financial advisory and other professional or transaction expenses incurred in connection with the Transaction, plus (B) any change of control or severance obligations required to be paid to a Service Provider by an Acquired Company or Purchaser in connection with the Transaction plus (C) any withholding, payroll, employment or similar Taxes, if any, required to be withheld or paid by Purchaser (on behalf of the Acquired Companies) or the Acquired Companies with respect to (1) change of control and severance obligations, (2) the Initial Payment payable pursuant to this Agreement or (3) any loans or other obligations owed by Shareholders or employees that are forgiven in connection with the Transaction minus (D) the actual amount paid by the Company to its U.S. legal counsel in connection with the Transaction up to a maximum of €20,000, as set forth in the Closing Financial Certificate; provided, however, that in no event will Closing Company Payments include any amounts included in Closing Indebtedness or Closing Working Capital Liabilities.
Sample 1

Examples of Closing Company Payments in a sentence

  • The Initial Payment will be reduced by an amount equal to the Closing Company Payments.

  • Section 2.22(a)(ii) of the Disclosure Schedule sets forth the Company’s current reasonable estimate of all Closing Company Payments incurred, or expected to be incurred by the Acquired Companies in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.

Related to Closing Company Payments

  • Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.

  • Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.

  • Earnout Payments has the meaning specified in Section 2.7.

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

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

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

  • Change in Control Payments means all change in control, transaction, retention and similar bonuses or payments, paid or payable by the Acquired Companies to any current or former directors, managers, officers, employees, or other Persons as a result of the Closing of the Transactions or the execution of this Agreement, including any deferred compensation, in each instance, plus the employer portion of any employment Taxes due in connection with any such payments, but excluding, for the avoidance of doubt, severance payments relating to a termination of employment following the Closing.

  • Delayed contribution payment means an amount paid by an employee for purchase of current service. The amount shall be determined using the same formula in KRS 61.5525, and the payment shall not be picked up by the employer. A delayed contribution payment shall be deposited to the member's account and considered as accumulated contributions of the individual member. In determining payments under this subsection, the formula found in this subsection shall prevail over the one found in KRS 212.434;

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

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

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

  • Severance Payments shall have the meaning set forth in Section 6.1 hereof.

  • Seller Benefit Plans has the meaning set forth in Section 4.10(a).

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

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

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

  • Additional Payments means the amounts required to be paid by the Company pursuant to the provisions of Section 4.2 hereof.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • Contingent Payments has the meaning set forth in Section 2.02(a).

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Transaction Bonuses means any transaction bonuses payable by the Sellers or their Affiliates on or after the Closing to the Transferred Employees.

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

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

  • Buyer Benefit Plans has the meaning set forth in Section 6.10(f).