Closing Deductions definition

Closing Deductions means the sum of the following amounts as of immediately prior to the Effective Time: (a) the Closing Indebtedness Amount; plus (b) the current liabilities of the Acquired Companies (other than liabilities attributable to Deferred Revenue), including all unpaid Company Transaction Expenses but excluding any amounts included in the Closing Indebtedness Amount; plus (c) the following costs related to the Acquired Companies’ Deferred Revenue: network/delivery costs, third-party platform fees, developer royalties and the Company’s reasonable estimate of Taxes that are payable by the Acquired Companies after the Closing Date with respect to such Deferred Revenue , based on an assumed Tax rate of 37%, with each of (a), (b) and (c) determined in accordance with GAAP and computed in a manner consistent with Exhibit G. For the avoidance of doubt, the deferred tax liabilities of the Acquired Companies shall not be included in the “Closing Deductions.”
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Closing Deductions means an amount equal to the sum of (1) the Company Indebtedness at Closing, (2) the Company’s Current Liabilities at Closing and (3) the Company Transaction Expenses.
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Closing Deductions means the total of:
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Examples of Closing Deductions in a sentence

  • I would also like to thank Martin Baumann, CFO of Freddie Mac for being here today.

  • The Key Seller shall consult with Buyer in the preparation of the Preliminary Working Capital Schedule, the Other Closing Deductions and the estimated amount of the Closing Date Cash.

  • For 436 Netlib instances, Cplex is able to solve 237 instances, BP 351 instances and C+CV 354 instances.


More Definitions of Closing Deductions

Closing Deductions is defined in Section 8.4(a).
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Closing Deductions means the amounts described in clauses (i) through (v) of Section 1.3(b) above.
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Closing Deductions shall be:
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Closing Deductions shall not include (and Shareholders shall have no liability with respect to) the following:
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Closing Deductions has the meaning set forth in Section 1.2(d).
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Related to Closing Deductions

  • Transaction Deductions means all Tax deductions available to any Group Company, to the extent permitted by applicable Law, as a result of or in connection with the repayment of Indebtedness, the payment of Group Company Transaction Expenses and payments of amounts that would have been Group Company Transaction Expenses but for the fact that they were paid prior to the Closing, and the payment of any fees or other costs and expenses associated with the transactions contemplated by this Agreement, in each case that are economically borne by Seller.

  • Agreed Deductions means any deductions the Agency Worker has agreed can be made from their pay;

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

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

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

  • Transaction Tax Deductions means any Tax deductions relating to (i) the Company Transaction Expenses, and (ii) repayment of the Indebtedness, including any unamortized deferred financing fees in connection with the Indebtedness.

  • Allowable Deductions means the following costs, charges, and expenses incurred or accrued by Payor:

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

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

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Permitted Deductions means the following deductions to the extent actually deducted by a Selling Entity from the gross invoiced sales price of the Product, or otherwise directly paid or incurred by the Selling Entity with respect to the applicable sale of the Product:

  • 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.

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

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

  • Transfer Taxes means any and all sales, use, value added, stamp, documentary, filing, recording, transfer, real estate, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, securities transactions, conveyance and notarial Taxes, and similar fees, Taxes and governmental charges (together with any interest, penalty, addition to Tax, and additional amount imposed in respect thereof) arising out of or in connection with the transactions contemplated by this Agreement.

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.

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

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

  • 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.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises, payments to employee stock option holders or other compensatory payments made in connection with the transactions contemplated by this Agreement.

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

  • Closing Fee has the meaning set forth in Section 2.09(c).

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