Final Closing Payment definition

Final Closing Payment shall have the meaning set forth in Section 2.3(a)(ii).

Final Closing Payment has the meaning set forth in Section 2.5(f).

Final Closing Payment means an amount equal to (a) twenty-five million dollars ($25,000,000) less (b) the First Closing Payment, less (c) the sum of all Interim Payments.

Examples of Final Closing Payment in a sentence

• Parent’s and Buyer’s current cash availability or available borrowings under its credit facilities are sufficient to enable Parent and Buyer to make payment in full, in cash, of (a) the Closing Payment and (b) the Final Closing Payment as contemplated by Section 2.01 and Section 3.02(a).

• The Closing Payment, as adjusted by the Final Closing Payment, is the “Purchase Price”.

• The compensation of all officers, if any, including, without limitation, bonus and incentive compensation, shall be fixed by the Board; provided that such compensation may not be decreased prior to the Final Closing Payment Date unless such officer has defaulted under the Guaranty or has not caused the Corporation to timely pay the Closing Note, the Note, the BOA Payoff Amount or accrued payments under the Consulting Agreement while the Note is outstanding.

• In the event that the Closing Payment is greater than the Final Closing Payment Price (such excess, the “Final Underage”), then the Sellers, jointly and severally, shall within three Business Days of the determination of the Final Closing Payment, reimburse the Purchaser, by wire transfer of immediately available funds, for an amount equal to the absolute value of the Final Underage, provided that the Sellers’ Representative shall first use the Expense Fund to satisfy such obligations.

• Buyer will have available at the Closing sufficient funds to enable Buyer to pay (x) the sum of the Purchase Price, the Estimated Closing Payment and the Estimated Operations Payment and (y) the Final Closing Payment and the Final Operations Payment, in each case pursuant to Section 4.2 hereof.

More Definitions of Final Closing Payment

Final Closing Payment means (i) with respect to the First Transaction, the First Transaction Final Closing Payment and (ii) with respect to the Second Transaction, the Second Transaction Final Closing Payment.

Final Closing Payment means an amount equal to (a) $825,000,000, plus (b) the Final NWC Adjustment, plus (c) the Final Closing Cash, minus (d) the Final Closing Indebtedness, minus (e) the Transaction Expenses, minus (f) the Adjustment Escrow Amount, minus (g) the Indemnity Escrow Amount.

Final Closing Payment means the payment made by Purchaser or the Shareholders pursuant to Section 3.4.

Final Closing Payment shall be an amount equal to (i) $15,000,000; plus (ii) the Closing Cash as finally determined pursuant to Section 1.4, minus (iii) the Company’s Indebtedness Amount as finally determined pursuant to Section 1.4; minus (iv) the Company Transaction Expenses as finally determined pursuant to Section 1.4; plus (v) the amount (if any) by which Closing Working Capital as finally determined pursuant to Section 1.6 exceeds Target Working Capital; minus (vi) the amount (if any) by which Target Working Capital exceeds Closing Working Capital as finally determined pursuant to Section 1.4 minus (vii) the Holdback Amount minus (viii) the Sellers Expense Amount. The “Adjustment Amount” shall be an amount (which may be expressed as a positive or negative number) equal to the Final Closing Payment minus the Estimated Closing Payment.

Final Closing Payment means an amount equal to the (a) the Base Purchase Price, plus (b) Pre-Paid Separation Costs, plus (c) the Closing Net Working Capital Adjustment Amount, minus (d) Closing Indebtedness, plus (e) the Closing Cash (in the case of each of clauses (c) through (d), as finally determined in accordance with Section 2.04(d)).

Final Closing Payment means an amount, as finally determined pursuant to Section 1.8, equal to:

Final Closing Payment means an amount equal to (i) $39,000,000; plus (ii) Cash; plus (iii) the amount of Poolable Advances; plus (iv) Pre-Paid Expenses, minus (v) the Accrued Expenses; and plus or minus (as applicable) (vi) the Net Loans Adjustment; in each case, as of the Determination Time.