Final Aggregate Purchase Price definition

Final Aggregate Purchase Price shall have the meaning set forth in Section 2.9(a)(iii).

Final Aggregate Purchase Price means, without duplication, (a) the sum of (i) the Total Enterprise Value, plus (ii) Final Closing Cash, plus (iii) Final Closing Working Capital, minus (b) the sum of (i) Final Closing Indebtedness, plus (ii) the Final Transaction Expenses, plus (iii) Target Working Capital, plus (iv) the Replacement LTI Award Cost.

Final Aggregate Purchase Price means the amount of the Aggregate Purchase Price, as finally determined by this Section 2.6(a).

Examples of Final Aggregate Purchase Price in a sentence

• The Parties agree that any indemnification payment made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Final Aggregate Purchase Price, unless otherwise required by applicable Law.

• To the extent permitted by Applicable Law, any amount paid under this Article 9 shall be treated for tax purposes as an adjustment to the Final Aggregate Purchase Price.

• Within five (5) Business Days after the determination of the Final Aggregate Purchase Price, (A) if the Final Aggregate Purchase Price exceeds the Estimated Aggregate Purchase Price, then Purchaser shall pay to Seller an amount equal to the entire amount of such excess or (B) if the Estimated Aggregate Purchase Price exceeds the Final Aggregate Purchase Price, then Seller shall pay to Purchaser an amount equal to the entire amount of such excess.

• If Seller and Purchaser fail to agree on the Allocation within 30 days after Seller’s receipt of Purchaser’s notice of disagreement (or if Seller and Purchaser fail to agree on the allocation of any post-Closing adjustment to the Final Aggregate Purchase Price), such matter shall be referred to the Arbiter for binding arbitration.

• The balance of any such upward adjustment to the Estimated Aggregate Purchase Price has been, or to the Final Aggregate Purchase Price shall be, paid by delivery of a Working Capital Note in an amount equal to its Proportionate Share of such balance.

More Definitions of Final Aggregate Purchase Price

Final Aggregate Purchase Price means the Aggregate Purchase Price as derived from the Final Closing Statement.

Final Aggregate Purchase Price means the Aggregate Purchase Price (i) as shown in Buyer’s calculation thereof set forth on the Post-Closing Statement delivered pursuant to Section 2.14, if the Holders’ Representative does not deliver any notice of disagreement with respect thereto pursuant to Section 2.14(b) or (ii) if the Holders’ Representative does deliver such a notice of disagreement, (A) as agreed by Buyer and the Holders’ Representative pursuant to Section 2.14(c) or (B) in the absence of such agreement, as determined by the Accounting Referee pursuant to Section 2.14(c).

Final Aggregate Purchase Price has the meaning given to that term in Section 3.07(a).

Final Aggregate Purchase Price means the Aggregate Purchase Price (i) as shown in Seller’s calculation delivered pursuant to ‎Section 2.04(a), if no notice of disagreement with respect thereto is duly delivered pursuant to ‎Section 2.04(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Buyer and Seller pursuant to ‎Section 2.04(c) or (B) in the absence of such agreement, as shown in the independent accountant’s calculation delivered pursuant to ‎Section 2.04(c); provided that in no event shall the Final Aggregate Purchase Price be more than Seller’s calculation of the Aggregate Purchase Price delivered pursuant to ‎Section

Final Aggregate Purchase Price means the Aggregate Purchase Price (i) as shown in Buyer’s calculation thereof set forth on the Post-Closing Statement delivered pursuant to Section 2.13(a), if the Stockholders’ Representative does not deliver any notice of disagreement with respect thereto pursuant to Section 2.13(b) within 30 days after delivery of the Post-Closing Statement or (ii) if the Stockholders’ Representative does deliver such a notice of disagreement within such 30 day period, as agreed by Buyer and the Stockholders’ Representative pursuant to Section 2.13(c) or (iii) in the absence of such agreement, as determined by the independent accounting firm pursuant to Section 2.13(d); provided that in no event shall the Final Aggregate Purchase Price be more than the Stockholders’ Representative’s calculation of the Aggregate Purchase Price delivered pursuant to Section 2.13(b) or less than Buyer’s calculation of the Aggregate Purchase Price delivered pursuant to Section 2.13(a).

Final Aggregate Purchase Price shall refer to the sum of the final calculations of the amounts of (a) any Unpaid Expenses not paid by or on behalf of the Project Company on or prior to the Closing Date, (b) any Prepaid Expenses, (c) any Accounts Receivable and (d) any Unbilled Energy Costs, as such amounts are determined in accordance with Sections 2.4.3 and 2.4.4(d).

Final Aggregate Purchase Price is defined in Section 1.4(c) of this Agreement.