Closing Consideration Adjustment. Except as otherwise required under applicable Legal Requirements, all indemnification payments made pursuant to this Section 6 will be treated as an adjustment to the Net Closing Consideration.
Closing Consideration Adjustment. (i) If the Final Closing Consideration is greater than the Estimated Closing Consideration, then (x) within five Business Days of the determination of all of Final Working Capital, Final Indebtedness and Final Transaction Expenses, Buyer shall pay Seller an amount equal to such excess by wire transfer of immediately available funds to an account or accounts designated by Seller prior to the date when such payment is due and (y) the Purchase Price Adjustment Holdback Amount shall be paid to Seller.
Closing Consideration Adjustment. (i) If the Final Adjusted Closing Consideration is greater than the Estimated Adjusted Closing Consideration, then within five Business Days of the determination of the Final Closing Statement, Buyer shall pay Sellers an aggregate amount equal to such excess by wire transfer of immediately available funds to an account or accounts designated in writing by Sellers prior to the date when such payment is due.
Closing Consideration Adjustment. (a) The parties have contemplated that the Adjusted Working Capital of the Company and its Subsidiaries as of the Working Capital Measurement Time (the “Closing Working Capital”), as calculated in accordance with and set forth on the Form of Working Capital Statement attached hereto as Exhibit D (the “Working Capital Statement”) will be $200,700,000 (the “Working Capital Target”). The term Indebtedness as used in this Section 2.13 and in the defined terms used within this Section 2.13, shall not include the Retained Indebtedness.
Closing Consideration Adjustment. (a) No later than sixty (60) days after the end of the fiscal quarter ended forty five (45) days or more prior to the Closing Date (unless the Closing occurs on or after November 15, 2005, then no later than forty five (45) days after such quarter end), Seller shall deliver a statement (the “Adjusted EBITDA Statement”) setting forth the LTM Adjusted EBITDA and the calculation thereof.
Closing Consideration Adjustment. (a) At least five (5) business days prior to the Initial Closing Date, CFC IPA shall calculate and deliver to the Buyer Parties a statement (the “Estimated Initial Closing Statement”) of (it being clarified, that the following shall be calculated without duplication so as to avoid “double-counting” of assets or amounts otherwise taken into account in determining the Purchase Price and/or any adjustments thereto): (i) the estimated amount of the Closing IPA Cash-to-Claims Amount (the “Estimated Closing IPA Cash-to-Claims Amount”), (ii) a statement setting forth the estimated amount of the Tangible Net Equity applicable to CFC IPA only (and no other Group Companies) (the “Estimated Closing IPA TNE”), and the Estimated Closing IPA TNE Surplus or the Estimated Closing IPA TNE Deficiency, as the case may be, which shall be calculated consistent with the historical methodology employed by CFC IPA when making regulatory filings to the DMHC, (iii) the estimated amount of the Initial Closing Funded Indebtedness as of the Initial Closing (the “Estimated Initial Closing Funded Indebtedness”), (iv) the estimated amount of the Group Companies’ Transaction Expenses as of the Initial Closing and payment instructions related thereto (the “Initial Closing Estimated Transaction Expenses”), and (v) the calculation of the Initial Closing Payment based on the calculation of the foregoing amounts. Notwithstanding anything contained herein to the contrary, the amounts set forth on the Estimated Initial Closing Statement shall not reflect any purchase accounting adjustments as a result of the Transactions and shall be prepared in accordance with GAAP.
Closing Consideration Adjustment. The Closing Consideration shall be adjusted as follows:
Closing Consideration Adjustment. (i) If the Final Closing Consideration is less than the Closing Consideration (the amount of such shortfall, the “Downward Adjustment Amount”), then within three (3) Business Days after the date on which the Final Amount is finally determined pursuant to Section 1.3(e), Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse to Buyer from the Escrow Account an amount equal to the Downward Adjustment Amount, provided, however, that if the Downward Adjustment Amount exceeds the entire balance of the Escrow Account (the amount of such excess, the “Downward Adjustment Excess Amount”), then within five (5) Business Days after the date on which the Final Amount is finally determined pursuant to Section 1.3(e), Seller shall pay to the Buyer an aggregate amount equal to the Downward Adjustment Excess Amount by wire transfer of delivery of immediately available funds to an account designated by Buyer.
Closing Consideration Adjustment. (a) No later than three (3) Business Days prior to the Closing Date, Seller shall deliver to Purchaser a statement in the form of Schedule 1.7(a) hereto (the “Preliminary Closing Statement”) setting forth:
Closing Consideration Adjustment. Upon the conclusive determination of the Final Closing Consideration, (i) in the event the Final Closing Consideration is less than the Initial
