Final Adjustment Amount Due definition

Final Adjustment Amount Due means, as finally determined in accordance with this Section 1.11, the amount by which the Purchase Price shall be adjusted (A) upward to the extent that the Final Closing Date Working Capital Amount is greater than the Estimated Closing Date Working Capital Amount and (B) downward to the extent that the Final Closing Date Working Capital Amount is less than the Estimated Closing Date Working Capital Amount.

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Final Adjustment Amount Due. 1.11(h) (i)

Final Adjustment Amount Due means the Adjustment Amount Due as (i) accepted by Sellers through a Sellers' Balance Sheet Approval Notice, (ii) set forth in the Adjustment Schedule delivered by Buyer to Sellers if Buyer has not received a Sellers' Balance Sheet Approval Notice or a Sellers' Balance Sheet Dispute Notice prior to expiration of the Balance Sheet Dispute Period, (iii) fully agreed by Sellers and Buyer prior to expiration of the Balance Sheet Resolution Period, or (iv) set forth in the Balance Sheet Independent Accountant Determination.

Examples of Final Adjustment Amount Due in a sentence

• For the avoidance of doubt, for purposes of computing the Final Closing Date Working Capital Amount and the Final Adjustment Amount Due, no cap or limitation on the upward or downward adjustment, if any, to the Purchase Price in respect of the Proposed Final Adjustment Amount Due, shall apply.

• Based upon such review and other information, the Independent Accountant shall determine the Final Closing Date Working Capital Amount and the Final Adjustment Amount Due strictly in accordance with the calculation specified in Section 1.3 of the Disclosure Schedule and, to the extent not specified therein, in accordance with GAAP applied on a consistent basis (the “Independent Accountant Determination”).

• Seller shall cooperate reasonably with Buyer and its Representatives in order to facilitate preparation of the Buyer Adjustment Schedule and determination of the Proposed Final Adjustment Amount Due, and Seller and its representatives shall have the right to perform reasonable procedures necessary to verify accuracy thereof.

• Upon receipt by Buyer of a Dispute Notice, Buyer and Seller will use good faith efforts during the twenty day period following the date of Buyer’s receipt of a Dispute Notice (the “Resolution Period”) to resolve any differences they may have as to the calculations of the Buyer Adjustment Schedule and/or the Proposed Final Adjustment Amount Due.

• If an Undisputed Adjustment Amount Due becomes payable, on the third Business Day after the receipt of the Independent Accountant Determination, Seller or Buyer, as applicable, shall pay to the other the excess, if any, of the Final Adjustment Amount Due over the Undisputed Adjustment Amount Due, plus interest calculated from the Closing Date through, but not including, the date of such payment at the Interest Rate, by wire transfer of immediately available funds without set-off or deduction of any kind.

• Seller shall notify Buyer in writing within twenty days following delivery of the Buyer Adjustment Schedule (the “Dispute Period”) that (i) Seller agrees with the Buyer Adjustment Schedule and the Proposed Final Adjustment Amount Due (an “Approval Notice”) or (ii) Seller disagrees with such calculations, identifying with reasonable detail the items with which Seller disagrees (a “Dispute Notice”).

More Definitions of Final Adjustment Amount Due

Final Adjustment Amount Due shall have the meaning ascribed to it in Section 1.4(f). "Final Earnout Payment" shall have the meaning ascribed to it in Section 1.5(c)(ii).

Final Adjustment Amount Due shall have the meaning set forth in Section 1.4.