Final Adjustment Amount definition
Final Adjustment Amount has the meaning set forth in Section 2.4(c).
Final Adjustment Amount shall have the meaning set forth in Section 2.14(e).
Final Adjustment Amount means an amount, which may be positive or negative, equal to (a) Final Company Cash minus Estimated Company Cash; plus (b) Final Net Working Capital minus Estimated Net Working Capital, minus (c) the Final Indebtedness minus the Estimated Indebtedness, minus (d) the Final Transaction Expenses minus the Estimated Transaction Expenses. For the avoidance of doubt, the amount obtained in each of clauses (a) through (d) may be positive or negative.
Examples of Final Adjustment Amount in a sentence
Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and include the Seller’s good faith calculation of the Closing Working Capital, the Final Adjustment Amount, the HR Standup Amount, and the Final Purchase Price resulting therefrom.
More Definitions of Final Adjustment Amount
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).
Final Adjustment Amount means an amount, which may be a positive or negative number, equal to the difference between (1) the sum of any Excess Cash plus any Excess Working Capital, plus any Excess Income Tax Amount minus (2) the sum of any Final Cash Shortfall plus any Final Working Capital Shortfall plus any Final Income Tax Shortfall, plus any Final Excess Debt.
Final Adjustment Amount has the meaning provided such term in Section 2.3(b).
Final Adjustment Amount is defined in Section 4.4(a).
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 (i) if Transferor fails to deliver an Objections Statement in accordance with Section 2.8(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 Transferor or by submission of any remaining Disputes to the Independent Accounting Firm, as contemplated by Section 2.8(c), the Adjustment Amount as so resolved. To the extent that an Acquiring Party becomes liable for or pays any of the Final Adjustment Amount, the Consideration shall be adjusted downward by an amount equal to the Final Adjustment Amount as follows: at the election of Parent in its sole discretion, either (x) the Transferor Parties shall promptly, but in no event later than five (5) Business Days following determination of the Final Adjustment Amount in accordance with this Section 2.8, pay to Parent an amount in cash equal to Final Adjustment Amount, (y) Parent shall cancel, in the manner set forth in Section 9.9, a number of fully paid non-assessable shares of Parent Common Stock equal to the Final Adjustment Amount divided by the Per Share Price or (z) the obligations under this Section 2.8(e) shall be satisfied using a combination of a cash payment under (x) and a cancellation of Parent Common Stock under (y); provided, however, that if SFX elects to cancel shares of Parent Common Stock to satisfy obligations of the Transferor Parties under this Section 2.8(e), the Transferor Parties may instead elect to pay cash to satisfy such obligations. For the avoidance of doubt, if the Net Assets set forth in the Closing Statement, as finally determined in accordance with this Section 2.8, is negative two million dollars (($2,000,000)), the Final Adjustment Amount would be $500,000 (the amount by which the Net Assets set forth in the Closing Statement, as finally determined in accordance with this Section 2.8, “exceeds” the Target of negative one million five hundred thousand dollars (($1,500,000)).
Final Adjustment Amount means the sum of (a) the Final Company Cash and Cash Equivalents, plus (b) the amount, if any, by which Final Company Working Capital exceeds the Company Working Capital Target, minus (c) the amount, if any, by which the Final Company Working Capital is less than the Company Working Capital Target, minus (d) the Final Company Fees and Expenses, minus (e) Final Company Indebtedness for Borrowed Money, minus (f) the Final Current Income Taxes.