Post-Closing Credit definition

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
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

Examples of Post-Closing Credit in a sentence

  • The Armenian payment and settlement system operator shall release information on payment and settlement system activities, as per form and frequency established by the Central Bank Board.

  • 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.

  • 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.

  • Any Post-Closing Credit to which BORROWER is entitled under Section 2.6 of the APA.

  • The Post-Closing Credit True-Up for allocations (i) made pursuant to Section 9.1.2 hereof, and (ii) with respect to Accounts Receivable and trade payables, shall be made on or before the thirtieth (30th) day following receipt of the final bills or payments therefor.

  • 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 tenns thereof.

  • 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.

  • 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.

  • 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.

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 taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

  • 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).

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

  • 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, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1.1(b) as such Lender’s Closing Date Term Loan Commitment. The aggregate amount of the Closing Date Term Loan Commitments as of the Closing Date is $820,000,000.

  • 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/ PSM /s/ MMK Purchase Agreement for Timber Lodge-St. Cloud, MN It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Real Estate Fund XVII Limited Partnership and dated on escrow closing date be delivered to the Seller on the closing date. Buyer may cancel this agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of section 6 of this agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Sellers or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement and relinquish all rights in and to the Property or Sellers may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the Second Payment is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.