Adjusted Closing Date Liabilities definition

Adjusted Closing Date Liabilities means, as of the Closing, the total liabilities of the Company and Jaysac less the aggregate of the cash, cash equivalents and accounts receivable of the Company and Jaysac. The Adjusted Closing Date Liabilities shall initially be deemed to be $97,526,000, as determined in reference to that certain memorandum prepared by Xxxxxxxxx & Xxxxxxxxx dated as of December 2, 2002, a copy of which is attached as Schedule 1.6 (the "Xxxxxxxxx Memo") and shall be subject to adjustment pursuant to Section 1.13.
Adjusted Closing Date Liabilities shall have the meaning specified in Section 1.6(a).

Examples of Adjusted Closing Date Liabilities in a sentence

  • If the Indemnification Representative timely objects to the total Adjusted Closing Date Liabilities set forth on the Parent Prepared Balance Sheet, such objections shall be resolved as follows: Parent and the Indemnification Representative shall first use reasonable efforts to resolve such objections.

  • Parent and the Indemnification Representative agree that the procedure set forth in this Section 1.13 for resolving disputes with respect to the Adjusted Closing Date Liabilities, the Parent Prepared Balance Sheet and the Adjusted Closing Date Liabilities shall be the sole and exclusive method for resolving any such disputes.

  • Subject to this Section 1.13, in the event that the Adjusted Closing Date Liabilities set forth on the Parent Prepared Balance Sheet exceed the Adjusted Closing Date Liabilities set forth in Section 1.6(a) (such excess being referred to herein as the "Excess Liabilities") the Aggregate Consideration shall be reduced by the amount of such Excess Liabilities.

  • The Aggregate Consideration shall be subject to adjustment after the Closing Date as follows: On or before May 1, 2003, Parent shall prepare and deliver to the Indemnification Representative the Parent Prepared Balance Sheet indicating the Adjusted Closing Date Liabilities as of the Closing.

  • Such balance sheet shall be deemed to be the Final Balance Sheet and the Adjusted Closing Date Liabilities set forth thereon shall be deemed to be the Adjusted Closing Date Liabilities at the Effective Time.

Related to Adjusted Closing Date Liabilities