Final Adjusted Consideration definition

Final Adjusted Consideration means Estimated Adjusted Consideration, minus the amount by which Estimated Closing Net Working Capital is greater than Actual Closing Net Working Capital.
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Final Adjusted Consideration shall have the following meaning:
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Final Adjusted Consideration means the Initial Adjusted Consideration adjusted by the Final Statement of Accounts and any applicable interest, in accordance with Clauses 4.4 and 6.6 and Schedule 5 (Final Statement of Accounts); “Final Settlement Amount” means the difference between the Initial Consideration and the Final Adjusted Consideration; “Final Statement of Accounts” means a Final Statement of Accounts in the form set out in Part 2 of Schedule 5 (Final Statement of Accounts); “Final Statement of Accounts Date” means the date on which the Seller delivers the Final Statement of Accounts to the Purchasers in accordance with Clause 6.1 (Final statements of accounts); “Good and Prudent Oilfield Practice” means the exercise of that degree of skill, diligence, prudence and foresight that would reasonably and ordinarily be expected to be applied by a skilled and experienced person engaged in the upstream oil and gas industry; “Government Official” means (i) any official, employee, agent, advisor or consultant employed by or acting on behalf of a government or any federal, regional or local department, agency, state-owned or state-operated enterprise or corporation or any other instrumentality thereof, (ii) any official or employee or agent of a public international organisation designated by Executive Order pursuant to 22 U.S.C. § 288 or as defined in Section 6(6) of the UK Xxxxxxx Xxx 0000 (as amended), or (iii) any official or employee or agent of a political party or candidate for political office; “Governmental or Regulatory Authority” means any court, tribunal, arbitrator, legislature, government, ministry, committee, inspectorate, authority, agency, commission, official or other competent authority of any country or any state, as well as any region, city or other political subdivision of any of the foregoing; “Group” means the Kosmos Group or the Trident Group, as the context requires; “Group Companies” means the Company and the Subsidiary and a “Group Company” means any of them; “Guaranteed Obligations” has the meaning given in Clause 26.1; “Interest Documents” means:
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Examples of Final Adjusted Consideration in a sentence

  • Unless otherwise required by applicable Law, all indemnification payments made pursuant to this Article 7 shall be treated as an adjustment to the Final Adjusted Consideration for Tax purposes, and no party shall take any position inconsistent with such characterization.

  • If the net adjustment to the Adjusted Consideration made pursuant to Section 2.11(c) results in an increase in the Adjusted Consideration, then Parent shall pay the amount of such increase to the Paying Agent within five Business Days after the date on which the Final Adjusted Consideration is determined, for further distribution to the Company Stockholders and Qualifying Stock Purchase Right Holders in accordance with their Common Stock Equivalent Percentages.

  • Notwithstanding the foregoing, if the parties, acting in good faith, agree that such indemnification payments is required by applicable Law to not be treated as on adjustment to the Final Adjusted Consideration, then such indemnification payments shall not be treated as an adjustment to the Final Adjusted Consideration.

  • In making its calculation of the Final Adjusted Consideration, the Independent Accounting Firm may consider only the Disputed Consideration Components.

  • The remaining HK$4,000,000 upon satisfaction of the 3rd profit guarantee subject to the adjustment on the total consideration as calculated in accordance with the formulae as stated below (the “ Final Adjusted Consideration Payment”).

  • The Independent Accounting Firm will deliver to Stockholders’ Agent and Parent, as promptly as practicable, but in any event within 60 days after its appointment, a report setting forth, in reasonable detail, its determination of the Final Adjusted Consideration.

  • The existing Section 92BA specifies transactions, not being international transactions, to be included in the ambit of specified domestic transactions for the purpose of computing the arm’s length price.

  • The Independent Accounting Firm’s determination of any Disputed Consideration Components and its calculation of the Final Adjusted Consideration must be within the range of the amount thereof shown in the Post-Closing Statement and the amount thereof shown in Stockholders’ Agent’s notice of disagreement.

  • To the extent permitted by Law, any amount paid to Buyer or Sellers pursuant to this ARTICLE 7 or pursuant to Section 5.5(c) hereof shall be treated as an adjustment to the Final Adjusted Consideration.


More Definitions of Final Adjusted Consideration

Final Adjusted Consideration means the Initial Adjusted Consideration adjusted by the Final Statement of Accounts and any applicable interest, in accordance with Clauses 4.4 and 6.6 and Schedule 5 (Final Statement of Accounts);
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Final Adjusted Consideration has the meaning set forth in Section 2.11(a).
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Final Adjusted Consideration is defined in Section 2.5(c).
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Final Adjusted Consideration shall be the Base Consideration as adjusted to reflect the Adjustment Deficit, if applicable, in accordance with Section 2.6. The “Confirmation Date” shall be the date upon which the Post-Closing Balance Sheet and calculation of the Final Adjusted Consideration are deemed to be accepted by the Shareholders’ Representative and the Buyer pursuant to this Section 2.5.
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Related to Final Adjusted Consideration

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Base Consideration is defined in Section 2.2.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.

  • Non-Cash Consideration means consideration in a form other than cash.

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Designated Noncash Consideration means the fair market value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Total Consideration shall have the meaning as set forth in Section 2.8.

  • Initial Adjustment Date As to any Adjustable Rate Mortgage Loan, the first Adjustment Date following the origination of such Mortgage Loan.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).