Initial Closing Cash definition

Initial Closing Cash means, in respect of a KCN Investment Entity, an amount equal to its Proportionate Share of two million two hundred and fifty thousand ($2,250,000) dollars, less its Nominal Subscription Cash.
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Examples of Initial Closing Cash in a sentence

  • At each Closing, the Sellers will provide the Buyer with certain credits against the Initial Closing Cash Payment, the applicable Interim Closing Cash Payment or the Final Closing Cash Payment, as the case may be, relating to certain Transferred Assets or the Business as described in Section 5.18(b) of the Disclosure Schedule or as may be mutually agreed to by the Buyer and the Sellers in writing after the date hereof but prior to the applicable Closing.

  • The Initial Closing Cash Payment shall be adjusted following the Initial Closing in accordance with Section 2.07(e).

  • Newport (Initial Closing) (Cash Ixxxxxxxxx) Xxxxx, XX 00000 Strathspey Crown 4040 MacArthur November 6, 2015 1,026,033 $7,499,993.43 Holdings, LLC Blvd.

  • In the event that Seller does not provide a notice of disagreement within such thirty (30)-day period, the GNC Parties and Buyer shall be deemed to have agreed to the Closing Balance Sheet and Final Closing Statement and the calculations of Initial Closing Net Working Capital, Initial Closing Indebtedness, Initial Closing Cash, and Initial Closing Unpaid Nutra Transaction Expenses delivered by Buyer, which shall be final, binding and conclusive for all purposes hereunder.

  • Subject to the adjustments set forth in Section 2.14 hereof, the aggregate consideration to be paid by Buyer at the Initial Closing (the “Initial Closing Consideration”) shall consist of the following: (a) the Initial Closing Cash Consideration and (b) the Initial Closing Buyer Common Stock Consideration.

  • If the applicable Interim Period Management Fees (as finally determined pursuant to Section 2.5(c)) are less than the applicable Estimated Interim Period Management Fees, then the Initial Closing Cash Consideration or Delayed Closing Cash Consideration, as applicable, will be adjusted upward by the amount of such shortfall and Parent shall pay or cause to be paid an amount equal to such shortfall to Seller in accordance with Section 2.5(h).

  • The Closing will be deemed to be effective as of 12:01 a.m. Eastern Standard Time on the Initial Closing Date for income Tax and accounting purposes (except as contemplated by the component definitions of Initial Closing Cash Consideration).

  • In addition, Purchaser shall have secured from one or more reputable third party institutions, financing commitments on terms satisfactory to Purchaser, in its sole discretion, sufficient to provide those funds necessary at the Closing to pay the Initial Closing Cash Payment.

  • The terms of this Master Policy may be varied, amended, modified or suspended by an agreement in writing between Us and Citibank Berhad, without the consent of any Cardmember.

  • Each of Buyer and Seller shall promptly provide their respective assertions regarding Initial Closing Net Working Capital, Initial Closing Indebtedness, Initial Closing Cash and Initial Closing Unpaid Nutra Transaction Expenses and, to the extent relevant thereto, the Closing Balance Sheet in writing to the Auditor and to each other.

Related to Initial Closing Cash

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

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

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

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

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

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Second Closing Date has the meaning set forth in Section 1.3.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).

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

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

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

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

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

  • Final Closing means the last closing under the Private Placement;

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Second Closing has the meaning set forth in Section 2.2.

  • Final Closing Statement has the meaning set forth in Section 2.5(d).

  • Closing Date Cash has the meaning specified in Section 3.4(a).