Closing Date Cash Purchase Price definition

Closing Date Cash Purchase Price means the Closing Date Purchase Price, less the face amount of the Seller Notes, if any, issued by Purchaser at Closing.

Closing Date Cash Purchase Price shall be $1,600,000 minus the Closing Deductions and plus or minus any other adjustments provided for in this Agreement (including, without limitation, deductions for all amounts that Seller is required to pay to satisfy, discharge, extinguish or cancel obligations of Meridian, and that will be paid by Buyer on behalf of Seller); the $1,600,000 amount comprising a gross purchase price of $1,850,000 minus the $250,000 deferred payment provided for in Section 8.6.

Closing Date Cash Purchase Price means the Cash Purchase Price minus the Indemnity Escrow Fund.

Examples of Closing Date Cash Purchase Price in a sentence

• Within a matter of days, his case was reviewed and the dismissal was deemed jus- tified.

• At the Closing, Purchaser shall pay to Seller the Closing Date Cash Purchase Price.

• If the Sellers’ Representative fails to deliver such notice during such thirty (30)-day period, each of the Sellers and the Sellers’ Representative shall have waived its rights to contest the Closing Statement and the calculations of the Closing Date Cash Purchase Price set forth therein shall be deemed to be final and binding upon the Parties and such amount shall be used for purposes of calculating the adjustment pursuant to Section 1.6(e).

• Since the number of clas- sic controller parameters decreases significantly due to the inherent model update, the system optimization procedure focuses mainly on the improvement of the hardware design.

• The bonds shall be authorized, issued, and sold in accordance with laws governing the authorization, issuance, and sale of general obligation bonds by counties.

• If the Final Closing Date Cash Purchase Price, as set forth on the Final Closing Statement, is less than the Estimated Closing Date Cash Purchase Price, as set forth on the Estimated Closing Statement, then Seller shall pay to Buyer an amount equal to the difference between the Estimated Closing Date Cash Purchase Price and the Final Closing Date Cash Purchase.

• Purchaser has access to sufficient liquid funds available to enable it to pay the Closing Date Cash Purchase Price.

• Unless otherwise agreed by Buyer, Buyer may deduct from the Closing Date Cash Purchase Price otherwise payable to the Stockholders pursuant to Section 2.2(a) above the amount of Debt payable on the Closing Date in accordance with the payoff letters if Buyer makes payments of such Debt amounts to the applicable counterparties in accordance with the instructions set forth in the debt payoff letters.

• For the avoidance of doubt, unless the Sellers’ Representative otherwise agrees in writing, Purchaser may not amend, adjust, supplement or modify the Closing Statement or the amount of Closing Date Cash Purchase Price following its delivery to the Sellers’ Representative.

• The Closing Date Cash Purchase Price shall be decreased dollar for dollar by the amount of Estimated Debt in excess of cash on hand at Closing.

More Definitions of Closing Date Cash Purchase Price

Closing Date Cash Purchase Price shall be Seven Million Eight Thousand One Hundred Sixty One Dollars ($7,008,161) (the “Base Purchase Price”), minus (i) the Closing Deductions and minus (ii) the $1,000,000 Hold-Back Amount provided for in Section 8.6.

Closing Date Cash Purchase Price has the meaning specified in Section 2.3.1.

Closing Date Cash Purchase Price means (i) $545,000,000, minus (ii) the Indemnity Escrow Amount, minus (iii) the Purchase Price Adjustment Escrow Amount, plus (iv) the excess, if any, of the amount of Estimated Net Working Capital over the amount of the Target Net Working Capital, minus (v) the excess, if any, of the amount of the Target Net Working Capital over the amount of the Estimated Net Working Capital, plus (vi) Estimated Cash, if any, minus (vii) Estimated Indebtedness, if any, minus (viii) Estimated Company Transaction Expenses, if any.

Closing Date Cash Purchase Price has the meaning set forth in Section 2.2(a) of this Agreement.