Cash Due at Closing definition

Cash Due at Closing has the meaning set forth in Section 3.1.
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Cash Due at Closing is the calculation of the cash consideration of $1,500,000 less the outstanding principal and interest of any and all advances made from the Parent to the Sellers prior to the Effective Date directly or indirectly related to the Senior Secured Promissory Note executed between the Seller and Parent’s Subsidiary on June 18, 2020. See Schedule 1.4(a) for the calculation of and values associated with the Gross Purchase Price, Net Purchase Price, and Cash Due at Closing. 1 For example, if the closing share price of the Parent, OTC: ZEST, is $2.00 on the date of the Effective Date of the Agreement, then the Buyer would issue $2,000,000 / $2.00, or 1,000,000 shares of common stock of the Parent to the Buyer or Owner at closing.
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Examples of Cash Due at Closing in a sentence

  • The Cash Due at Closing shall be reduced by the amount of any cash payments made by the Acquiring Companies at or prior to the Closing with the written agreement of the Shareholder, on account of any expenses incurred by or on behalf of the Shareholder or the Company.

  • On or before the Closing Date, the Parties shall satisfy and complete the following conditions: (i) the Buyers shall wire to PainCare the Cash Due at Closing, and (ii) each Party’s counsel shall release executed documents to opposing counsel for their respective client, upon written confirmation from PainCare’s counsel that the aforementioned wire has been received.

  • The Cash Due at Closing shall be reduced by the amount of any cash payments made by the Acquiring Companies at or prior to the Closing at the written request and with the written agreement of the Shareholder, on account of any expenses incurred by or on behalf of the Shareholder or the Company.

  • See Schedule 1.4(a) for the calculation of and values associated with the Gross Purchase Price, Net Purchase Price, and Cash Due at Closing.

  • On or before the Closing Date, the Parties shall satisfy and complete the following conditions: (i) the Buyer shall wire in accordance with the Closing Statement the Cash Due at Closing, and (ii) each Party’s counsel shall release executed documents to opposing counsel for their respective client, upon written confirmation from Seller’s counsel that the aforementioned wire has been received.

  • In the event the above two bank deposits are paid, and Seller fails to timely pay the payroll above due on January 30, 2008, then Buyer shall reduce the Cash Due at Closing due at Closing by the amount unpaid above.

  • The Bridge Deposit shall be applied (i) to reduce the Cash Due at Closing as provided in Section 3.3 below or (ii) if the Closing does not occur on or before August 15, 2003 and either PainCare or the Shareholder then elects to terminate its obligations under this Agreement, upon which the principal balance plus accrued interest on the Bridge Deposit shall be immediately payable to PainCare.

  • The Cash Due at Closing shall be reduced by the amount of any cash payments made by the Acquiring Companies at or prior to the Closing with the written agreement of the Shareholders, on account of any expenses incurred by or on behalf of the Shareholders or the Company.

Related to Cash Due at Closing

  • 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.

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

  • 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”.

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

  • Earnest Money Deposit (EMD) means Bid Security/ monetary or financial guarantee to be furnished by a tenderer along with its tender.

  • Company Cash means all cash on hand or on deposit to the credit of the Company on the Closing Date;

  • Escrow Deposit has the meaning set forth in Section 3.3.

  • Escrow Payments With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.

  • 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.

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

  • Petty Cash means a sum of money set aside on an imprest basis for the purpose of making change or paying small obligations.

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

  • Adjustment Escrow Funds means the amounts held in the Adjustment Escrow Account, including any dividends, interest, distributions and other income received in respect thereof, less any losses on investments thereof, less distributions thereof in accordance with this Agreement and the Escrow Agreement.

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

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

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Payoff Amount means with respect to a Receivable as of the close of business on the last day of a Collection Period, the remaining principal balance of such Receivable, plus accrued but unpaid interest thereon, and related fees.

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

  • Escrow Payment Any payment received by the Master Servicer or the Special Servicer for the account of any Mortgagor for application toward the payment of real estate taxes, assessments, insurance premiums, ground lease rents and similar items in respect of the related Mortgaged Property, including amounts for deposit to any reserve account.

  • Escrow Accounts means a SEK bank account and/or EUR bank account and/or a NOK bank account opened by the Arranger with a reputable bank on which the proceeds from the Bond Issue will be held until the Conditions Precedent for Disbursement have been fulfilled.

  • Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

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

  • 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.

  • Net Insurance/Condemnation Proceeds means an amount equal to: (a) any Cash payment or proceeds (including Cash Equivalents) received by the Borrower or any of its Restricted Subsidiaries (i) under any casualty insurance policy in respect of a covered loss thereunder of any assets of the Borrower or any of its Restricted Subsidiaries or (ii) as a result of the taking of any assets of the Borrower or any of its Restricted Subsidiaries by any Person pursuant to the power of eminent domain, condemnation, expropriation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (b) (i) any actual out-of-pocket costs incurred by the Borrower or any of its Restricted Subsidiaries in connection with the adjustment, settlement or collection of any claims of the Borrower or the relevant Restricted Subsidiary in respect thereof, (ii) payment of the outstanding principal amount of, premium or penalty, if any, and interest and other amounts on any Indebtedness (other than the Loans, Indebtedness outstanding with respect to the Second Lien Term Loans and any Indebtedness secured by a Lien on the Collateral that is pari passu with or expressly subordinated to the Lien on the Collateral securing any Secured Obligation) that is secured by a Lien on the assets in question and that is required to be repaid or otherwise comes due under the terms thereof as a result of such loss, taking or sale, (iii) in the case of a taking, the reasonable out-of-pocket costs of putting any affected property in a safe and secure position, (iv) any selling costs and out-of-pocket expenses (including reasonable broker’s fees or commissions, legal fees, transfer and similar Taxes and the Borrower’s good faith estimate of income or other Taxes paid or payable (including pursuant to Tax sharing arrangements or any Tax distribution)) in connection with any sale or taking of such assets as described in clause (a) of this definition, (v) any amounts provided as a reserve in accordance with GAAP against any liabilities under any indemnification obligation or purchase price adjustments associated with any sale or taking of such assets as referred to in clause (a) of this definition (provided that to the extent and at the time any such amounts are released from such reserve (other than in connection with a payment in respect of such liability), such amounts shall constitute Net Insurance/Condemnation Proceeds) and (vi) the pro rata portion of such Net Insurance/Condemnation Proceeds (calculated without regard to this clause vi) attributable to minority interests and not available for distribution to or for the account of the Borrower and the Restricted Subsidiaries as a result thereof.