Net Closing Payment definition

Net Closing Payment has the meaning set forth in Section 2.2(a).

Net Closing Payment means the Closing Payment less the Pearl Purchase Price.

Net Closing Payment means a dollar amount equal to (a) the Estimated Merger Consideration, minus (b) Adjustment Escrow Amount, and minus

Examples of Net Closing Payment in a sentence

• 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.

• 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.

• Xxxxxx (If the signatory is signing on behalf of a corporation, partnership, trust or other similar entity) _____________________________ /1/Shares reflect AFC Shares issued as part of the Net Closing Payment and the Holdback Funds but do not include any AFC Shares that may become issuable as a part of the Contingent Payment.

• By:______________________ By:____________________________________ Its ________ Secretary Its ____________ President [CORPORATE SEAL] Exhibit A --------- Assume a Net Closing Payment of $50,000,000.

• 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.

• No interest will be paid or accrued on the Net Closing Payment Per Share payable upon the surrender of the Company Stock Certificates.

• 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.

• 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.

• 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.

• 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.

More Definitions of Net Closing Payment

Net Closing Payment means a dollar amount equal to (a) the Estimated Merger Consideration, minus (b) Adjustment Escrow Amount, and minus (c) Holders Representative Expense Amount.

Net Closing Payment means the Purchase Price less the Escrow Amount and any expenses of the Company to be paid by the Sellers pursuant to Section 11.1(a).