Examples of Closing Adjustment in a sentence
The Statutory Capital Difference and, therefore, the Final Statement and Final Closing Adjustment did not reflect the substantial adverse impacts of the SCME Contract on Healthplex’s accumulated surplus, which were not known to Marlin at the time the Final Statement became binding on the parties.
Among other things, the Sellers’ proffered Statutory Capital Difference and, therefore, the Final Statement and Final Closing Adjustment (Healthplex EIPA § 1.07(d)) all were misstated by tens of millions of dollars by failing to address the substantial adverse impacts of the SCME Contract on Healthplex’s financial condition.
The Closing Adjustment includes the positive or negative value of the “Statutory Capital Difference,” which is a measure of the aggregate excess (or deficit) capital and surplus held by Healthplex’s subsidiaries immediately before Closing as defined in Section 9.17 of the Healthplex EIPA.
There was an inaccuracy, error or omission in the Final Statement, the Final Closing Adjustment or the components thereof because the substantial adverse financial impacts of the SCME Contract were not accounted for in the Statutory Capital Difference, the Final Statement or the Final Closing Adjustment in accordance with Section 1.07.
Plaintiffs are entitled to an Order from this Court requiring Defendants to specifically perform their obligations to indemnify the Purchaser Indemnified Parties for all Losses in connection with or arising out of any inaccuracy, error or omission in the Final Statement, the Final Closing Adjustment or the components thereof, or to an award of damages in an amount equal to the Purchaser Indemnified Parties’ Losses to be determined at trial.