Post-Closing Credit definition

Post-Closing Credit means any credit, refund, reimbursement, rebate or cash proceeds from any manufacturer, supplier or other third party (whether in connection with an allowance, adjustment or otherwise), including any Governmental Authority, to the extent that it becomes payable or is paid post-Closing and that arose out of or is related to the conduct of the Business during any pre-Closing period, other than the credits, refunds, reimbursements, rebates, cash proceeds or class action or other settlement payment or award set forth or described on Section 1.1(e) of the Parent Disclosure Schedule.
Sample 1
Post-Closing Credit means, except to the extent included as a Current Asset in the calculation of Net Working Capital, any credit, refund, reimbursement, rebate or cash proceeds from any third party (whether in connection with an allowance, adjustment or otherwise), including any Governmental Entity, or any class action or other settlement payment or award granted by any third party, including any Governmental Entity, that becomes payable or is paid to Seller post-Closing and that arose out of or is related to the operation of any Project during any pre-Closing period.
Sample 1

Examples of Post-Closing Credit in a sentence

  • All adjustments to amounts of credits due Seller or Purchaser made as a result of the Post-Closing Credit True-Up shall be paid to the party entitled thereto in cash or other immediately available funds within thirty (30) days after the final determination thereof.

  • Any Credit Support provided by Seller pursuant to this Section 5.9(i) shall be deemed to be Post-Closing Credit Support for all purposes under this Agreement.

  • For the avoidance of doubt, the Specified Customer Guarantee shall not be considered Post-Closing Credit Support under this Agreement.

  • For the avoidance of doubt, (i) the Post-Closing Credit Support shall not be taken into account for purposes of determining the Applicable Amount or the Closing Statement and (ii) nothing in this Section 5.9(a) shall require Seller to extend the term of any Post-Closing Credit Support beyond the date on which such Post-Closing Credit Support would otherwise expire in accordance with the terms thereof.

  • As soon as practicable, but in any event within ten (10) days after the parties agree on the amount of the Post-Closing Credit, Purchaser shall return to Seller (a) all Nonconforming Items for which Seller elected to substitute the Exhibit A amount as the Nonconforming Amount in the calculation of the Post-Closing Credit and (b) all title certificates, lien releases and/or other documents relating to the Missing Rolling Stock.

  • Except as contemplated by Section 5.9(a), at the Closing and continuing thereafter, none of IPH or its Affiliates shall enter into any transactions, trades, confmnations or other agreements or al'Jangements pursuant to which any payment, reimbursement or other obligation would be required under any Post-Closing Credit Support or otherwise be an obligation of Seller or its Affiliates.

  • If the Post-Closing Credit is equal to or greater than $300,000.00, then the Escrow Agent shall return the entire Escrow Amount, plus accrued interest, to Purchaser.

  • Transferred Company or its or their respective Subsidiaries to be substituted in all respects for Seller and its Affiliates, and for Seller and its Affiliates to be released, effective as soon as possible after the Specified Period with respect to the Post- Closing Credit Support, in respect of all obligations of Seller and any of its Affiliates under the Post-Closing Credit Support.

  • ACCORDINGLY, EXCEPT WITH RESPECT TO ANY REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER WILL ACCEPT THE PURCHASED ASSETS ON THE EFFECTIVE DATE "AS IS," "WHERE IS," AND "WITH ALL FAULTS." Purchaser hereby irrevocably waives all claims against Seller with respect to the Purchased Assets, other than the Post-Closing Credit and/or claims for breach of the representations, warranties and covenants specifically set forth in this Agreement.

  • Below the total gains, the t-values of daily average total gains are given.

Related to Post-Closing Credit

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

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

  • 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.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

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

  • First Amendment Closing Date has the meaning assigned to such term in the First Amendment.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Third Amendment Closing Date has the meaning assigned to such term in the Third Amendment.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

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

  • Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.

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

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

  • Post-closure means the period after the closure of a storage site, including the period after the transfer of responsibility to the competent authority;

  • Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).

  • Fourth Amendment Closing Date the date on which all the conditions precedent set forth in Section 3 of the Fourth Amendment shall be satisfied or waived.

  • Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.

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

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Loan Closing Date means the date upon which the Loan is made to the Company.

  • Closing Date Term Loan Commitment means the commitment of each Lender to make Term Loans on the Closing Date hereunder in an aggregate principal amount not to exceed the amount set forth under the heading “Closing Date Term Loan Commitment” opposite its name in Schedule 2.01 hereto. The aggregate amount of the Closing Date Term Loan Commitments as of the Closing Date is $1,150,000,000.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Buyer Initial s/ GEC /s/ VKC Purchase Agreement for Xxxxx Xxxxxxxxx'x-Xxxxxxxxx, NV Buyer shall be allowed five (5) days after receipt of said commitment for examination and the making of any objections to marketability thereto, said objections to be made in writing or deemed waived. If any objections are so made, the Seller shall be allowed eighty (80) days to make such title marketable or in the alternative to obtain a commitment for insurable title insuring over Buyer's objections. If Sellers shall decide to make no efforts to make title marketable, or is unable to make title marketable or obtain insurable title, (after execution by Buyer of such documents reasonably requested by Seller to evidence the termination hereof) Buyer's First Payment shall be returned and this Agreement shall be null and void and of no further force and effect. Seller has no obligation to spend any funds or make any effort to satisfy Buyer's objections, if any. Pending satisfaction of Buyer's objections, the payments hereunder required shall be postponed, but upon satisfaction of Buyer's objections and within ten (10) days after written notice of satisfaction of Buyer's objections to the Buyer, the parties shall perform this Agreement according to its terms.