Closing Adjustment definition

Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

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Closing Adjustment has the meaning set forth in Section 3.3(b).

Closing Adjustment shall have the meaning set forth in Section 2.4.

Examples of Closing Adjustment in a sentence

• Within ninety (90) days after the Closing Date, Purchaser will prepare and deliver to the Sellers a preliminary statement (the “Preliminary Statement”) setting forth in reasonable detail Purchaser’s good faith calculation of (i) Closing Net Working Capital, Indebtedness, Cash and Transaction Expenses and (ii) the Closing Adjustment based thereon.

• Section 4.11(b) Final Closing Adjustment ...........................................................................................

• Section 1.3(a) Estimated Closing Adjustment Statement ..................................................................

• Notwithstanding anything to the contrary in this Agreement, the Closing will be deemed to have occurred as of 12:01 a.m. (U.S. Eastern Time) on the Closing Date (the “Reference Time”), solely for purposes of calculating the Closing Adjustment and the component items thereof.

• The estimate of the amount of the Closing Adjustment, as set forth in the Estimated Closing Adjustment Statement, is referred to herein as the “Estimated Closing Adjustment.” The Estimated Closing Adjustment Statement, and the component items thereof, will be prepared in accordance with the Accounting Principles.

More Definitions of Closing Adjustment

Closing Adjustment shall be an amount equal to (A) the Estimated Closing Adjusted Working Capital, plus (B) $8,000,000.00, minus (C) the amount of the Target Adjusted Working Capital. If the Closing Adjustment is a positive number, the Purchase Price shall be increased by the amount of the Closing Adjustment. If the Closing Adjustment is a negative number, the Purchase Price shall be reduced by the absolute value of the amount of the Closing Adjustment.

Closing Adjustment means an amount equal to: (A) the Working Capital Adjustment (which may be a negative number), plus (B) the Cash, minus (C) the Outstanding Indebtedness, minus (D) the Change of Control Payment Amount (to the extent unpaid as of the Closing).

Closing Adjustment has the meaning set forth in Section 1.06(a).

Closing Adjustment means (i) the amount, if any, by which the Minimum Adjusted Closing Working Capital Target exceeds the Adjusted Closing Working Capital Amount, plus (ii) 50% of any Transfer Taxes.

Closing Adjustment shall be an amount equal to the Estimated Working Capital minus $0 (the “Target Working Capital”). If the Closing Adjustment is a positive number, the Closing Cash Consideration shall be increased by an amount equal to the Closing Adjustment. If the Closing Adjustment is a negative number, the Closing Cash Consideration shall be decreased by an amount equal to the Closing Adjustment.

Closing Adjustment has the meaning set forth in Section 4.6(c).

Closing Adjustment shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.