Post-Closing Cash Obligations definition

Post-Closing Cash Obligations meanss the obligation to pay the Post-Closing Cash (as defined in the Acquisition Agreement), and all interest accrued thereon, as accrued and payable as set forth in the Membership Interest Purchase Agreement, any fees due any Secured Party hereunder, any reasonable expenses incurred by any Secured Party hereunder and any and all other liabilities and obligations of the Borrower to any Secured Party whether under this Agreement or under any other Post-Closing Cash Document.
Sample 1
Post-Closing Cash Obligations shall have the meaning set forth in the Loan Agreement.
Sample 1

Examples of Post-Closing Cash Obligations in a sentence

  • Each Secured Party, with respect to the Post-Closing Cash Obligations, hereby constitutes and appoints Xx. Xxxxx X.

  • Upon the occurrence and during the continuance of an Event of Default (as defined in the Loan, Security and Pledge Agreement by and among DAL, DJS, PTA and DSI dated as of the date of this Guaranty (as amended, restated or otherwise modified from time to time, the “Loan Agreement”)), any or all of the Term Note Obligations and Post-Closing Cash Obligations may be accelerated, with or without notice, as provided in the Loan Agreement.

  • The Ombudsman must, as soon as practicable after the expiration of that 12 month period, prepare a report on the Ombudsman’s work and activities under the section and furnish a copy of the report to the Minister for Police and the Commissioner of Police.

  • Each calendar month, the Borrower is required to pay to DJS, DSI and PTA, in the aggregate, a minimum payment of $1,083,000 in the aggregate on account of the Term Note Obligations and/or the Post-Closing Cash Obligations, as the case may be.

  • Late fees and interest on the Post-Closing Cash Obligations shall accrue and be paid in accordance with the Membership Interest Purchase Agreement.

  • The Secured Party Representative may apply the net proceeds, after deducting all reasonable costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Post-Closing Cash Obligations, to the payment of the Post-Closing Cash Obligations, in such order of application as the Lender may, from time to time, elect, returning the excess proceeds, if any, to the Guarantor.

  • The Post-Closing Cash Obligations shall constitute one general obligation of the Borrower, and shall be secured by Secured Parties’ security interest in and lien upon any Collateral and by all other security interests, liens, claims and encumbrances heretofore, now or at any time or times hereafter granted by the Borrower and/or any Subsidiary to the Secured Parties.

Related to Post-Closing Cash Obligations

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

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

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

  • 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.

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

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

  • Final Closing Indebtedness has the meaning set forth in Section 3.3(b).

  • Closing Indebtedness means, as of the Closing Date, the aggregate amount of Indebtedness of the Company, including, but not limited to, any prepayment penalties, early termination fees, bank fees and related expenses payable by the Company in connection with the repayment or assumption by the Parent of any Indebtedness of the Company.

  • Closing Date Indebtedness means the aggregate amount of all Indebtedness of the Company Group as of the time of Closing (other than any Indebtedness included in Holder Expenses).

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

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

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

  • Working Capital Escrow Amount means $2,000,000.

  • Refunded Obligations means, collectively, the Refunded Notes, if any, and the Refunded Bonds, if any, refunded by each Series.

  • Performing Cash Pay Mezzanine Investments means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

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

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

  • Cash Out means a monetary settlement of any quantities of energy owed to or from the Transporter, after which settlement Shipper, or such other party having title to the Gas, shall no longer have title to such energy.

  • Performing Cash Pay High Yield Securities means High Yield Securities (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semiannual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Assumed Indebtedness means Indebtedness of a Person which is (a) in existence at the time such Person becomes a Restricted Subsidiary of the Borrower or (b) is assumed in connection with an Investment in or acquisition of such Person, and has not been incurred or created by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Borrower.

  • Target Working Capital Amount means Nineteen Million Dollars ($19,000,000).

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Earn Out Obligations means, with respect to an Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition and consulting agreements, or other indemnity obligations) pursuant to the documentation relating to such Acquisition. For purposes of determining the aggregate consideration paid for an Acquisition at the time of such Acquisition, the amount of any Earn Out Obligations shall be deemed to be the maximum amount of the earn-out payments in respect thereof as specified in the documents relating to such Acquisition. For purposes of determining the amount of any Earn Out Obligations to be included in the definition of Funded Indebtedness, the amount of Earn Out Obligations shall be deemed to be the aggregate liability in respect thereof, as determined in accordance with GAAP.