Net Closing Payment definition
Examples of Net Closing Payment in a sentence
No interest will be paid or accrued on the Net Closing Payment Per Share payable upon the surrender of the Company Stock Certificates.
The Net Closing Payment shall be paid by the Buyer to the Persons and accounts set forth in the funds flow memorandum (the “Funds Flow Memo”) delivered by the Sellers’ Representative at least one (1) business day prior to the Closing.
All amounts in excess of One Million Two Hundred Thousand Dollars ($1,200,000) shall be deducted from the Net Closing Payment as provided above and paid by The Surviving Corporation or AFC as provided in Paragraph 1.b. above.
The Company and TopCo each acknowledge and agree that upon delivery of the Net Closing Payment, the Company Note Repayment shall be effectuated and the Company Note shall be cancelled and terminated in its entirety as of the Closing with no further liability or obligation of the Company thereunder and the Company will forever be released from any and all further obligations under the Company Note.
SCC and the Subsidiaries acknowledge that, prior to or at closing, all Debt of SCC and the Subsidiaries will either be satisfied in full or the amount thereof deducted from the Net Closing Payment as provided in Paragraph 1(b)(2) above.
In the event that the AFC Stock Portion of the Purchase Price plus the Acquisition Rights Portion of the Purchase Price shall be less than Nineteen Million Six Hundred Thousand Dollars ($19,600,000) the investment banking fees, accounting and legal fees shall be deducted from the Net Closing Payment and paid by the Surviving Corporation or AFC as provided in Paragraph 1.b. above.
The Estimated Purchase Price for the Purchased Interests shall be delivered as follows: (1) $15,000,000 will be paid to the Escrow Agent for deposit in the Post-Closing Adjustments Escrow pursuant to Section 2.5(a); and (2) the balance (the "Net Closing Payment") will be paid to the General Partner by wire or accounts transfer of immediately available funds to an account designated by the General Partner by written notice to Buyer not less than two Business Days prior to the Closing.
The Net Closing Payment shall be paid by the Buyer to the Persons and accounts set forth in the funds flow memorandum (the “Funds Flow Memo”) delivered by the Sellers’ Representative at least one business day prior to the Closing.
SCC and the Subsidiaries shall have paid all of -------------------- their Debt or the appropriate adjustment to the Net Closing Payment shall have been agreed upon by SCC and AFC.
In addition, in the event that the legal, accounting and investment banker fees exceed the amount required to be paid by the Surviving Corporation hereunder, such excess shall be paid by deducting it from the Net Closing Payment and it shall be paid by the Surviving Corporation or AFC as provided in Paragraph 1.b. above.