Adjusted Closing Amount definition

Adjusted Closing Amount means an amount equal to (a) the amount of the Closing Payment (as set forth in the Estimated Closing Statement) minus (b) the sum of (i) the Indemnity Escrow Amount plus (ii) the Adjustment Escrow Amount plus (iii) the Sellers’ Representative Reserve.
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Adjusted Closing Amount shall be equal to the Enterprise Value, plus (a) Adjusted Closing Cash, less (b) Adjusted Closing Indebtedness, plus, (c) the excess, if any, of Adjusted Closing Net Working Capital over Target Net Working Capital, less (d) the excess, if any, of Target Net Working Capital over Adjusted Net Working Capital.
Sample 1
Adjusted Closing Amount means the First Post-Closing Amount (i) as shown in Sellers' calculation delivered pursuant to Section 2.13(c) if no notice of disagreement with respect thereto is delivered by Buyer pursuant to such Section or if such a notice of disagreement is delivered, (A) as agreed by the parties pursuant to Section 2.13(d) or (B) in the absence of such agreement, as shown in the Accounting Referee's calculation delivered pursuant to Section 2.13(d); provided that the Adjusted Post-Closing Amount shall in no event be more than Sellers' calculation of the First Post-Closing Amount delivered pursuant to Section 2.13(c) nor less than Buyer's calculation of the First Post-Closing Amount delivered pursuant to such Section.
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Examples of Adjusted Closing Amount in a sentence

  • If SEE either gives notice that it agrees with Buyer’s calculation of the Adjusted Closing Amounts or fails to deliver a Dispute Notice within the Review Period, Buyer and SEE agree that the Preliminary Adjustment Statement shall be deemed to set forth the Adjusted Closing Amounts with respect to those items that have been agreed upon or for which SEE shall have failed to deliver a Dispute Notice (and shall constitute the respective Final Adjusted Closing Amount).


More Definitions of Adjusted Closing Amount

Adjusted Closing Amount shall have the meaning set forth in Section 2.5(a)(i).
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Adjusted Closing Amount shall equal (a) the sum of the Positive Working Capital Amount, if any, plus the Positive Cash Amount, if any; less (b) the sum of the Negative Working Capital Amount, if any, plus the Negative Cash Amount, if any. For purposes of determining the Adjusted Closing Amount, if one or more of Positive Working Capital Amount, Positive Cash Amount, Negative Working Capital Amount or Negative Cash Amount has no defined value due to the then existing facts, then each such amount that has no defined value shall be factored as a zero (0) in the calculation of Adjusted Closing Amount.
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Related to Adjusted Closing Amount

  • Closing Amount has the meaning set forth in Section 2.2(a).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

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

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

  • Closing Average Share Value means the average, over the trading days in the Closing Average Period, of the closing price of the company’s stock multiplied by the Accumulated Shares for each trading day during the Closing Average Period.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day.

  • Adjusted Value as used in subdivision (d) means:

  • M&O Amount means the revenue protection payment required as part of this Agreement as set out in TEXAS EDUCATION CODE Section 48.256(d) and shall have the meaning assigned to such term in Section 4.2 of this Agreement.

  • Maximum Settlement Amount means $500,000,000 as amended or modified in accordance with Appendix E.

  • Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Total Distribution Amount With respect to any Distribution Date, the sum of (i) the aggregate of the Interest Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance Amounts for such date; and (iii) all Prepayment Premiums collected during the related Prepayment Period.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Total adjusted capital means the sum of: