Post-Closing Cash Documents definition

Post-Closing Cash Documents means the Membership Interest Purchase Agreement, this Security Agreement, the Loan Agreement and each Guaranty, as each may be amended, restated, supplemented or modified from time to time, but only the provisions of each such document that relates to the Post-Closing Cash Obligations.
Sample 1

Examples of Post-Closing Cash Documents in a sentence

  • Electronic records of executed Loan Documents and Post-Closing Cash Documents maintained by the Lender or any Secured Party shall be deemed to be originals thereof.

  • Accordingly, this Agreement and the other Loan Documents and the Post-Closing Cash Documents shall not be construed more strictly against the Lender or any Secured Party merely because of the Lender's or a Secured Party’s involvement in their preparation.

  • The Guarantor hereby waives any and all presentment, demand, notice of dishonor, protest, and all other notices and demands in connection with the enforcement of Lender's rights under the Loan Documents and Secured Party’s rights under the Post-Closing Cash Documents, and hereby consents to, and waives notice of release, with or without consideration, of any Guarantor or of any Collateral, notwithstanding anything contained herein or in the Loan Documents or the Post-Closing Cash Documents to the contrary.

  • The Borrower shall remain liable for any amount remaining unpaid after such application, with interest at the rate provided in the Post-Closing Cash Documents.

  • No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the other Loan Documents or Post-Closing Cash Documents shall in any event be effective unless the same shall be in writing and acknowledged by the Borrower, the Lender and each Secured Party, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

  • If a dividend is paid that is not permitted to be paid under the terms of the Loan Documents or Post-Closing Cash Documents, Borrower shall hold such dividend in trust for DJS, PTA and DSI, and shall immediately deliver such dividend to the Secured Party Representative to be held on behalf of Lender and Secured Parties as additional collateral hereunder.

  • A default under any of the other Loan Documents or Post-Closing Cash Documents, all of which covenants, conditions and agreements contained therein are hereby incorporated in this Agreement by express reference, shall be and constitute an Event of Default under this Agreement and any other of the Obligations.

  • This Agreement and the other Loan Documents and Post-Closing Cash Documents are the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors' rights generally and to general principles of equity.

  • This Security Agreement and the other Loan Documents and the Post-Closing Cash Documents are the result of negotiations among the Lender, the Secured Parties and the Guarantor and the other parties thereto, and have been reviewed (or have had the opportunity to be reviewed) by counsel to all such parties, and are the products of all Parties.

  • This Security Agreement and the other Loan Documents and Post-Closing Cash Documents are the legal, valid and binding obligations of the Guarantor, enforceable against the Guarantor in accordance with their terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors' rights generally and to general principles of equity.

Related to Post-Closing Cash Documents

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

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

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

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

  • Closing Indebtedness Amount means, as of immediately prior to the Effective Time, the aggregate amount of Indebtedness of the Company, including all accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Indebtedness through the Effective Time.

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

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

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Closing Date Cash means Company Cash as of 11:59 P.M. on the date immediately prior to the Closing Date.

  • Closing Indebtedness means Indebtedness of the Company and its Subsidiaries as of immediately prior to the Closing (without giving effect to the Transactions but including any prepayment penalties, premia, breakage costs or similar amounts payable with respect to the Closing).

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

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

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

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

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

  • 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.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

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

  • Closing Balance Sheet has the meaning set forth in Section 2.4(a).