Closing Value definition
Examples of Closing Value in a sentence
The “Closing Consideration Cash” shall be an amount equal to (1) the Estimated Closing Value, minus (2) the Closing Consideration Share Value, minus (3) the First Tranche Value, minus (4) the Second Tranche Value, minus (5) the Escrow Amounts, minus (6) the Note Amount.
The Closing shall be deemed effective as of the Reference Time on the Closing Date for financial, accounting and Closing Value determinations.
Estimated Cash, Estimated Net Working Capital, Estimated Indebtedness and Estimated Transaction Expenses shall be used to determine the “Estimated Closing Value”, which shall be an amount calculated using the formula set forth in the definition of Closing Value but applied mutatis mutandis based on such estimated amounts.
To the extent the Seller Representative has not timely delivered an Objection Notice pursuant to the terms hereof, the Final Closing Statement and Final Closing Value shall be final, conclusive, and binding on the Parties.
All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Final Closing Value for Tax purposes, unless otherwise required by Applicable Law.