Payments at Closing definition

Payments at Closing means that portion of the Purchase Price and the consideration for the covenant not to compete Buyer is to pay at the Closing.
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Payments at Closing means that portion of the Purchase Price Buyer is to pay to Seller at the Closing.
Sample 1

Examples of Payments at Closing in a sentence

  • The Company will make the Change in Control Payments at Closing to the Persons and in the amounts set forth under the heading “Hat Shack Retention” on Schedule 1.9 attached hereto.

  • Seller and Purchaser shall value the right to receive the Fuel Inventory Payments at Closing in a manner consistent with applicable federal income tax law and shall include such amount in the amount realized by Seller at Closing.

  • Buyer shall use commercially reasonable efforts to secure the financial resources to close the Transaction as and when required by this Agreement, to make the Buyer Closing Payments at Closing and to perform its obligations under this Agreement and the Buyer Closing Deliverables on the Closing Date.

  • Buyer shall use commercially reasonable efforts to secure the financial resources to close the Transaction as and when required by this Agreement, to make the Buyer Closing Payments at Closing and to perform its obligations under this Agreement and the Buyer Closing Deliveries on the Closing Date.

  • Figure 2 compares utilization at 10:00 AM and 2:00 PM over these years for typical weekdays (excluding holidays).

  • The Buyer shall have made the payments contemplated by Section 1.4 (Payments at Closing).

  • Acquiror has sufficient cash available to pay the Net Cash Merger Consideration, Target Debt Payments, Target Option Payments and Target Change of Control Bonus Payments at Closing in accordance with the terms of this Agreement, and the Notes in accordance with their terms.

  • The purchase price (the "Purchase Price") for the Shares will be Twenty Six Million Dollars ($26,000,000.00), representing the sum of the Cash Payments at Closing as specified in Section 2.4(b)(i) plus the principal amounts of the Promissory Notes to be delivered by Buyer to Sellers at the Closing as specified in Section 2.4(b)(ii), (iii), (iv), and (v).

  • The Purchase Price, the Cash Payments at Closing, and the principal of the Promissory Notes is allocated among Sellers in proportion to the Shares owned by them.

  • At the Closing, Seller shall deliver to Buyer the certificates representing all of the Shares, duly endorsed for transfer or accompanied by duly executed stock powers, and Buyer shall deliver (i) to Seller the Payments at Closing, subject to adjustment as provided in this Agreement, and (ii) to the Escrow Agent the Escrow, and the parties shall deliver such other documents as may be required by Sections 10 and 11 of this Agreement.

Related to Payments at Closing

  • Escrow Deposit shall have the meaning set forth in Section 2.2(a).

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

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Escrow Cash is defined in Section 4.1(a).

  • Indemnity Escrow Amount means $3,000,000.

  • Earnout Payments has the meaning specified in Section 2.7.

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Escrowed Payment means an aggregate cash payment of up to $250,000;

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

  • Special Payments Account means the Eligible Deposit Account created pursuant to Section 2.2 as a sub-account to the Collection Account.

  • Adjustment Escrow Amount means $1,000,000.

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Escrow Fund has the meaning ascribed to it in Section 7.2(a).

  • Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).

  • Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.

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

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Xxxxxxx Money Deposit shall have the meaning set forth in Section 2.5(a).

  • Escrow Amount has the meaning set forth in Section 2.1(c).