Closing Payments definition

Closing Payments has the meaning set forth in Section 2.4.

Closing Payments means (i) the payment of the Estimated Merger Consideration in accordance with Section 3.1(a)(iii) and Section 3.3(b), (ii) the payment of the Escrow Funds in accordance with Section 3.3(b), (iii) the payment of the Company Transaction Expenses in accordance with Section 3.4 and (iv) the repayment of Funded Indebtedness in accordance with Section 3.5.

Closing Payments has the meaning specified in Section 3.1(b).

Examples of Closing Payments in a sentence

• Included among these assumptions is that the Deferred Closing Payments will be paid as and when due in accordance with the Laminates Purchase Agreement.

• Unless otherwise designated by the payee thereof, all payments to be made pursuant to this Section 2.04 shall be made (i) by wire transfer of immediately available funds and (ii) to the applicable bank account or accounts designated in the Closing Payments Statement or, with respect to the Transaction Expenses, as set forth in the final invoices in accordance with Section 2.04(a)(iii).

• The Closing Payments Schedule and the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement.

• All Tax deductions with respect to the Closing Payments shall be for the account of the Company and its Affiliates, and the SpinCo Group and Direct Sale Purchaser shall not claim any such deductions.

• Buyer Closing Payments: The Purchase Price in Current Funds, and to the extent payable at Closing, any Taxes that Buyer is required to pay as a result of Closing under Section 7.3 of this Agreement, any recording fees or costs to record the Recorded Documents in the Real Estate Records or to file with BLM the BLM Assignment to Buyer.Closing Deliveries: The Seller Closing Deliveries and the Buyer Closing Deliveries.

More Definitions of Closing Payments

Closing Payments has the meaning set forth in Section 1.7(a).

Closing Payments means the closing payments to be paid to (a) Valens Capital Management, LLC, as investment manager of the Purchasers, and (b) the Purchasers, in the aggregate amount of $45,000.

Closing Payments is defined in Section 2.2(a).

Closing Payments shall collectively mean the Initial Closing Payment, the Interim Closing Payments and the Final Closing Payment.

Closing Payments means the closing payments to be paid under the terms of the Note Purchase Agreement.

Closing Payments means (i) the cash portion of the Merger Consideration payable to the RPS Securityholders hereunder, (ii) all Accrued Dividends payable to holders of the Target Preferred Stock, (iii) the principal amount outstanding under that certain 13% Senior Subordinated Note due December 31, 2008, as amended, issued by Target to Merion Investment Partners, L.P., (iv) all costs, fees and expenses incurred or accrued by Parent prior to Closing in connection with this Agreement and the completion of the transactions contemplated hereby, and (v) the consideration payable to holders of Parent Common Stock who exercise their repurchase rights provided under Parent’s certificate of incorporation.

Closing Payments means (i) the payment of the Estimated Cash Merger Consideration in accordance with Section 3.01(a)(iii) and Section 3.03(b) , (ii) the payment of the Securityholder Representative Expense Amount, (iii) the payment of the Company Transaction Expenses in accordance with Section 3.04 , and(iv) the repayment of Funded Indebtedness in accordance with Section 3.05 .