Closing Date Adjustments definition

Closing Date Adjustments has the meaning set forth in Section 1.6(e).

Closing Date Adjustments has the meaning specified in Section 2.11(a).

Closing Date Adjustments means the total sum that the Purchase Price is to be increased or decreased at Closing computed by increasing or decreasing the Purchase Price as follows based on the following amounts as of the Closing Date: (i) increasing the Purchase Price by the amount of cash in the deposit accounts of CSSS, not including cash held as deposits; (ii) reducing the Purchase Price by revenue collected by CSSS for services not fully rendered by CSSS as of the Closing Date; (iii) reducing the Purchase Price by the accounts payable of CSSS; and (iv) reducing the Purchase Price by amounts necessary for CSSS to pay Secure Global Solutions to complete the installation and training of the monitoring software system Secure Global Solutions is currently installing for CSSS

Examples of Closing Date Adjustments in a sentence

• Expenses for goods or services received both before and after the Adjustment Date, interest expenses, Taxes and assessments, power and utilities charges, and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer as of the Adjustment Date (the "Closing Date Adjustments").

• Expenses for goods or services received both before and after the Adjustment Time, taxes and assessments, power and utilities charges, and rents and similar prepaid and deferred items shall be prorated between Seller and Purchaser as of the Adjustment Time (the "Closing Date Adjustments").

• Within five days following Closing, the Seller shall provide updated or final amounts for the Closing Date Adjustments as of the close of business on the Closing Date.

• If the Seller has any objections to any items in the Closing Date Adjustments, then the Seller shall deliver to the Buyer a statement (an “Objection Statement”) setting forth such objections and, to the extent practical, the Seller’s proposed resolution of each such disputed items.

• At the Closing, the net amount due to the Buyer or the SBS Entities as a result of the estimated Closing Date Adjustments (excluding any item that is in good faith dispute) shall be applied as an adjustment to the Purchase Price as appropriate.

• After delivery, the Seller and its accounting and financial advisors shall be permitted during normal business hours to review and copy the work papers of the Buyer and its accounting and financial advisors related to the preparation of the Closing Date Adjustments and to make other inquiries of the Buyer and its accounting and financial advisors regarding questions or disagreements with the Closing Date Adjustments arising in the course of its review thereof.

• The prorations and adjustments to be made pursuant to this Section 2.11(a) are referred to as the “Closing Date Adjustments.” Three (3) days prior to the Closing Date, the Xxxxxx Entities shall estimate all Closing Date Adjustments pursuant to this Section 2.11(a) and shall deliver a statement of their estimates to Buyer (which statement shall set forth in reasonable detail the basis for those estimates).

• The prorations and adjustments to be made pursuant to this Section 2.11(a) are referred to as the "Closing Date Adjustments." Three (3) business days prior to the Closing Date, the SBS Entities shall estimate all Closing Date Adjustments pursuant to this Section 2.11(a) and shall deliver a statement of its estimates to the Buyer (which statement shall set forth in reasonable detail the basis for those estimates).

• If there is a Bifurcated Closing, then the Closing Date Adjustments shall be made as of each Closing Date with respect only to those Purchased Assets that are the subject of such Closing.

• A constitutional settlement in the material sense takes stock of this differentiated plurality of interests across social spheres and makes differences compatible with systemic congruence (see also Cardinale, 2017; Cardinale, Coffman, and Scazzieri, 2017; Pabst, 2017).

More Definitions of Closing Date Adjustments

Closing Date Adjustments shall have the meaning set forth in SECTION 5.2. "CLOSING DATE STOCK PRICE" shall have the meaning set forth in SECTION 4.2. "CLOSING WORKING CAPITAL" shall have the meaning set forth in Section 5.1.2. "CODE' shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. "CONTINGENT PAYMENT" shall have the meaning set forth in SECTION 4.2. "CONTINGENT PAYMENT DATE" shall have the meaning set forth in SECTION 4.2. "CONTINGENT PAYMENT DATE STOCK PRICE" shall have the meaning set forth in SECTION 4.2. "CONTRACT DATE" shall have the meaning set forth in the Preamble. "CONTRACTS" shall have the meaning set forth in SECTION 2.1.2. "COVENANTS" shall have the meaning set forth in SECTION 6. 1. "CUSTOMER CONTRACT" shall have the meaning set forth in Section 2.1.2. "EMPLOYEE PLAN" shall have the meaning set forth in SECTION 7.11. "EMPLOYMENT AGREEMENTS" shall have the meaning set forth in SECTION 6.2. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. "ESTIMATED CLOSING DATE WORKING CAPITAL" shall have the meaning set forth in SECTION 5.1.1. "ENVIRONMENTAL LAWS" shall mean all foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, legally binding decrees or other requirement of any governmental agency (including, without limitation, common law) regulating, relating to or imposing liability or standards of conduct concerning protection of the environment or of human health relating to handling of or exposure to any kind of hazardous substance, gasoline, or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, ureaformaldehyde insulation, asbestos or asbestos-containing materials, pollutants, contaminants, radioactivity, and any other materials or substances of any kind, whether solid, liquid, or gas, and whether or not any such substance is defined as hazardous under any law, that is regulated pursuant to any law or that could give rise to liability under any law, as has been, is now, or may at any time hereafter be, in effect. "EXCLUDED ASSETS" shall mean those assets not included among the Assets purchased, as listed in SECTION 2.2. "EXERCISE PRICE" shall have the meaning set forth in SECTION 4.1. "FINANCIAL STATEMENTS" shall have the meaning set forth in SECTION 7.17. "GAAP" shall mean United States generally accepted accounting principles consistently applied. "HIRED EMPLOYEES" shall have t...

Closing Date Adjustments shall have the meaning set forth in SECTION 5.2.

Closing Date Adjustments has the meaning specified in Section 3.6(a).