Final Adjustment Amount means (i) if the Transferors fail to deliver an Objections Statement in accordance with Section 2.7(c), the Adjustment Amount as set forth in the Closing Statement, or (ii) if the Adjustment Amount set forth in the Closing Statement is resolved by resolution of Parent and the Transferors or by submission of any remaining Disputes to the Accounting Firm, as contemplated by Section 2.7(c), the Adjustment Amount as so resolved. If the Final Adjustment Amount exceeds the Adjustment Amount set forth in the Pre-Closing Statement, then the Consideration payable by Parent to the Transferors shall be reduced by an amount equal to the difference (the “Difference”) between the Final Adjustment Amount and the Adjustment Amount; if the Final Adjustment Amount is less than the Adjustment Amount set forth in the Pre-Closing Statement, then the Consideration payable by Parent to the Transferors shall be increased by an amount equal to the Difference. Any downward or upward adjustment to the Consideration under this Section 2.7(e) shall be effected as follows: the Transferor Parties or Parent, as applicable, shall promptly, but in no event later than five (5) Business Days following determination of the Final Adjustment Amount in accordance with this Section 2.7, pay to Parent or the Transferor Parties, as applicable, an amount in cash equal to the Difference.
Examples of Final Adjustment Amount in a sentence
The amount of the Final Adjustment Amount (as agreed upon by Xxxxxxxxx and Seller or as finally determined by the Accounting Arbitrator pursuant to this Section 2.4(c), as the case may be) shall be considered final and binding, absent manifest error.
More Definitions of Final Adjustment Amount
Final Adjustment Amount means Final Closing Net Working Capital, minus Target Working Capital, plus Final Closing Cash, minus Final Closing Indebtedness, minus Final Transaction Expenses. For the avoidance of doubt, the Final Adjustment Amount may be positive or negative.
Final Adjustment Amount means, with respect to each Specified Business, the Closing Adjustment Amount as set forth in the Buyer’s Statement for such Specified Business and, in the event of a Seller’s Objection, as adjusted by either the agreement of Buyer and Seller, or by the CPA Firm, acting pursuant to Section 2.8.
Final Adjustment Amount means the sum of (a) the Final Company Cash and Cash Equivalents, plus (b) the Final Tax Benefit Amount, plus (c) the amount, if any, by which Final Company Working Capital is in excess of the Estimated Company Working Capital, minus (d) the amount, if any, by which Final Company Working Capital is less than the Estimated Company Working Capital, minus (e) Final Company Fees and Expenses, minus (f) Final Indebtedness for Borrowed Money, minus (g) Final Current Income Taxes.
Final Adjustment Amount means (a) the Closing Net Working Capital Amount, plus (b) Closing Cash, less (c) Closing Debt, less (d) Unpaid Company Transaction Expenses, in each case as finally determined in accordance with Section 2.04(c).