Equity Adjustment Amount definition
Examples of Equity Adjustment Amount in a sentence
If no Notice of Disagreement is received by Buyer within such sixty day period, then the Initial Closing Equity Statement, and its related balance sheet, shall be deemed to have been accepted by Seller, shall become final and binding upon the parties, the Closing Equity Adjustment Amount as indicated therein shall be the final Closing Equity Adjustment Amount hereunder and its related balance sheet shall be the final Closing Balance Sheet.
The "Estimated Purchase Price" shall be the Base Price as adjusted by the Estimated Closing Equity Adjustment Amount (as defined below) (which shall not exceed a positive $5,000,000 and which may be a negative number).
The cost of the Independent Accounting Firm's review and determination shall be paid by the party which has determined an amount of the Closing Equity Adjustment Amount that is the greatest amount different from the amount of the same determined by the Independent Accounting Firm.
Buyer and Seller shall use commercially practicable efforts to cause the Independent Accounting Firm to make a final determination as promptly as practicable, but in no event later than sixty days from submission of the Initial Balance Sheet to the Independent Accounting Firm, binding on the parties hereto, of the Closing Equity Adjustment Amount and a supporting balance sheet therefor, and such final determination shall be the final Closing Equity Adjustment Amount.
The "Purchase Price" shall be $500,000,000 (Five Hundred Million Dollars) (the "Base Price") adjusted by the Closing Equity Adjustment Amount (which may be a negative number).
Pursuant to the provisions of Clause 6, any claims brought under the Clauses shall be subject to the terms and conditions set forth in the Services Agreement.
As soon as reasonably practicable, but in no event more than the later of 90 days after the Closing Date and 14 days after final determination of the Closing Equity Adjustment Amount pursuant to Section 1.5, Buyer will issue to each person who immediately prior to the Closing Date was a holder of Company Options a document evidencing the foregoing assumption of such option by Buyer.
If at the end of such twenty business day period Seller and Buyer have been unable to agree upon the Closing Equity Adjustment Amount and a supporting balance sheet therefor, Seller and Buyer shall submit to the Independent Accounting Firm for review and resolution any and all matters which remain in dispute with respect to the Notice of Disagreement.
Seller shall make, upon Buyer's request, its appropriate personnel and records available to Buyer's internal and external accountants for purposes of explaining the assumptions and estimates used in the preparation of the Estimated Closing Equity Adjustment Amount.
Such notice shall be accompanied by the estimated balance sheet used to prepare the Estimated Closing Equity Adjustment Amount, including (in reasonable detail) an explanation of the methods used (including estimates of cash flows and income) to "roll forward" the estimated line items set forth therein from the immediately preceding month's end balance sheet and related statements of results of operations and cash flows, copies of which shall also accompany the notice.