Closing Payments definition

Closing Payments has the meaning set forth in Section 2.4.

Closing Payments has the meaning set forth in Section 1.7(a).

Closing Payments means (i) the payment of the Estimated Merger Consideration in accordance with Section 3.1(a)(iii) and Section 3.3(b), (ii) the payment of the Escrow Funds in accordance with Section 3.3(b), (iii) the payment of the Company Transaction Expenses in accordance with Section 3.4 and (iv) the repayment of Funded Indebtedness in accordance with Section 3.5.

Examples of Closing Payments in a sentence

• All Tax deductions with respect to the Closing Payments shall be for the account of the Company and its Affiliates, and the SpinCo Group and Direct Sale Purchaser shall not claim any such deductions.

• The Closing Payments Schedule and the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement.

• Upon delivery to the Buyer of executed transfer instruments for the Purchased Interests at the Closing and the Buyer’s payment of the Closing Payments and delivery of Series E Preferred Units in accordance with Section 2.3, the Buyer shall acquire (directly or indirectly) good, valid and marketable title to (a) 100% of the ordinary common units of ECG and (b) 49% of the ordinary common units of ECP.

• Included among these assumptions is that the Deferred Closing Payments will be paid as and when due in accordance with the Laminates Purchase Agreement.

• Buyer and Seller agree that the transactions contemplated by this Agreement constitute a sale of a trade or business within the meaning of Section 41(f)(3) of the Code.

More Definitions of Closing Payments

Closing Payments means the closing payments to be paid to (a) Valens Capital Management, LLC, as investment manager of the Purchasers, and (b) the Purchasers, in the aggregate amount of $45,000.

Closing Payments has the meaning specified in Section 2.2(a).

Closing Payments means (i) the cash portion of the Merger Consideration payable to the RPS Securityholders hereunder, (ii) all Accrued Dividends payable to holders of the Target Preferred Stock, (iii) the principal amount outstanding under that certain 13% Senior Subordinated Note due December 31, 2008, as amended, issued by Target to Merion Investment Partners, L.P., (iv) all costs, fees and expenses incurred or accrued by Parent prior to Closing in connection with this Agreement and the completion of the transactions contemplated hereby, and (v) the consideration payable to holders of Parent Common Stock who exercise their repurchase rights provided under Parent’s certificate of incorporation.

Closing Payments means the closing payments to be paid under the terms of the Note Purchase Agreement.

Closing Payments means (i) the payment of the Estimated Merger Consideration in accordance with Section 3.2(b)(i), (ii) the payment of the Escrow Funds in accordance with Section 3.2(b)(ii), (iii) the payment of the Company Transaction Expenses in accordance with Section 3.3, (iv) the repayment of Funded Indebtedness in accordance with Section 3.4 and (v) the payment of the Excess Amount, if any, in accordance with Section 3.5(e)(ii).

Closing Payments has the meaning specified in Section 2.3.

Closing Payments shall collectively mean the Initial Closing Payment, the Interim Closing Payments and the Final Closing Payment.