Final Amounts. The Merger Partner Closing Net Working Capital, the Merger Partner Closing Cash Amount, the Merger Partner Closing Indebtedness Amount, the Merger Partner Transaction Expenses, the Merger Partner Dividend Amount and the Merger Partner Dividend Amount Per Share that are final and binding on the Parties, as determined through agreement of the Parties or through the action of the Independent Accounting Firm pursuant to this Section 2.5 are referred to in this Agreement, respectively, as the “Merger Partner Final Closing Net Working Capital,” the “Merger Partner Final Closing Cash Amount,” the “Merger Partner Final Closing Indebtedness Amount,” the “Merger Partner Final Transaction Expenses,” the “Merger Partner Final Dividend Amount” and the “Merger Partner Final Dividend Amount Per Share”. (j) Final Adjustment of Merger Partner Xxxxxxxx Xxxxxx. (i) If the Merger Partner Final Dividend Amount Per Share and the Merger Partner Dividend Amount Per Share True Up Amount are both greater than $0.00, (A) no later than five (5) Business Days following the final determination thereof in accordance with this Section 2.5, Merger Partner and Remainco shall mutually agree upon a press or news release announcing the amount of the Merger Partner Dividend Amount Per Share True Up Amount and when Merger Partner Record Holders will receive the Merger Partner Dividend Amount Per Share True Up Amount and (B) no later than ten (10) Business Days following the final determination thereof in accordance with this Section 2.5, Merger Partner shall pay the Merger Partner Dividend Amount Per Share True Up Amount to the Merger Partner Record Holders pursuant to the terms of the Merger Partner Dividend Payment Instrument. (ii) If the Merger Partner Final Dividend Amount Per Share or the Merger Partner Dividend Amount Per Share True Up Amount is less than or equal to $0.00, no later than five (5) Business Days following the final determination thereof in accordance with this Section 2.5, Merger Partner and Remainco shall mutually agree upon a press or news release announcing that no amount shall be paid to Merger Partner Record Holders pursuant to the Merger Partner Dividend Payment Instrument. 2.6
Final Amounts. The Spinco Closing Net Working Capital, the Spinco Closing Cash Amount, the Spinco Closing Indebtedness Amount and the Spinco Adjustment Amount that are final and binding on the Parties, as determined through agreement of the Parties or through the action of the Independent Accounting Firm pursuant to this Section 2.6 are referred to in this Agreement, respectively, as the “Spinco Final Closing Net Working Capital,” the “Spinco Final Closing Cash Amount,” the “Spinco Final Closing Indebtedness Amount” and the “Spinco Final Adjustment Amount”. (j)
Final Amounts. For the purpose of the calculation of the Purchase Price, the Inter-Group Net-Debt Amount, and the ES Loan Receivable Purchase Price, the (final) Cash, Financial Debt, the Working Capital, and the ES Loan Receivable shall be the relevant amounts as shown in the Effective Date Certificate, delivered by Seller pursuant to Section 6.1, if and to the extent no notice of disagreement with respect thereto is duly and within the relevant time period delivered pursuant to Section 6.3 or, if and to the extent such a notice of disagreement is delivered, either as agreed by Purchaser and Seller or, in the absence of such agreement or for any disputed items or amounts not covered by any agreement, as shown in the binding Accounting Firm’s calculation delivered pursuant to Section 6.4.
Final Amounts. (i) As used herein, the term “
Final Amounts. The Closing Net Working Capital as of the Effective Time, Target Working Capital as of the Effective Time, Closing Cash as of the Effective Time, Closing Indebtedness as of the Closing and Closing Transaction Expenses as of the Closing that are final and binding on the parties to this Agreement, as determined through agreement or inaction of the parties to this Agreement or through the action of the Independent Accounting Firm pursuant to this Section 2.06 are referred to herein, respectively, as the “Final Closing Net Working Capital,” “Final Target Working Capital,” “Final Closing Cash,” “Final Closing Indebtedness” and “Final Closing Transaction Expenses.”
Final Amounts. For access to the Premises and all items of products or services for which the basis of payment is "TRW Cost", Multilink shall pay TRW the TRW Telecommunications unit's actual direct and indirect cost for such items in accordance with TRW's usual accounting practices. In the event Multilink's telecommunication usage of Item 3 under this Exhibit exceeds the standard TRW usage rate by more than ten (10) percent, Multilink shall pay TRW the standard rate plus the percentage amount by which Multilink's usage exceeded TRW's standard rate, together with the related indirect costs thereon in accordance with TRW's usual accounting practices. For items identified in Section B of this Exhibit as "Firm Fixed Price", the final amount to be paid by Multilink shall be the amount specified in Section B above. EXHIBIT "B" ----------- OUTLINE OF PREMISES ------------------- [To Be Attached] ---------------- EXHIBIT "C" ----------- XXXXXXXXX TECHNOLOGY CENTER RESTRICTIONS ----------------------------------------
Final Amounts. The amount owed to the Sellers under the Seller-Financing will be adjusted according to the Adjustment Amount determined in accordance with this Section 3 and in accordance with any Indemnification Claims pursuant to Section 8 and the loan amortization table shall be updated accordingly, with full amortization of the remaining balance of the Seller-Financing after adjustment for the Adjustment Amount scheduled for the number of periods remaining in the 10 (ten) year loan period. If the Adjustment Amount will show a negative aggregate amount the Remaining Shareholder’s Loan shall be reduced accordingly in the Closing Date Financial Statements and Seller 2 shall waive and cancel in writing her existing shareholder’s loan by the same amount.
Final Amounts. Within sixty (60) days after the Closing Date, Buyer shall submit to Seller its written calculations of the Net Working Capital as of the Closing Date (subject to the procedures set forth in Sections 1.3(b) and 1.3(c), the “Final Net Working Capital”) and the Cash Amount as of the Closing Date (subject to the procedures set forth in Sections 1.3(b) and 1.3(c), the “Final Cash Amount”), together with the work papers used in the preparation thereof. Buyer shall cause the Company to provide Seller and its designees access to all materials, records and personnel of the Company necessary for Seller to verify the amount of the Final Net Working Capital and the Final Cash Amount. The calculations of the Final Net Working Capital and the Final Cash Amount submitted by Buyer to Seller shall become final and binding upon the Seller thirty (30) days after they are delivered to Seller (the “Purchase Price Review Period”), unless Seller, within the Purchase Price Review Period, provides written notice to Buyer disputing the amount of the Final Net Working Capital or the Final Cash Amount (the “Protest Letter”), in which case the Final Net Working Capital and the Final Cash Amount shall not be binding upon the Seller and Buyer and such dispute shall be resolved pursuant to Section 1.3(c).
Final Amounts. The final Effective Date Working Capital, Effective Date Cash, Effective Date Financial Debt and the final Purchase Price (as adjusted pursuant to Section 2.1) shall be the relevant amounts (i) as shown in the Effective Date Certificate delivered pursuant to Section 3.1, to the extent that no notice of disagreement with respect thereto is duly delivered pursuant to Section 3.3 (c); or (ii) if such a notice of disagreement is delivered, either as agreed by the Parties or, in the absence of such agreement, as shown in the Accounting Firm’s calculation delivered pursuant to Section 3.4 (d).
Final Amounts. The Closing Net Working Capital, Closing Cash, Closing Indebtedness and Closing Transaction Expenses as of the Adjustment Time that is final and binding on the parties to this Agreement, as determined through agreement of the parties to this Agreement or through the action of the Independent Accounting Firm pursuant to this Section 2.06 are referred to herein, respectively, as the “Final Closing Net Working Capital,” “Final Closing Cash”, “Final Closing Indebtedness” and “Final Closing Transaction Expenses”.
