Final Closing Additional Adjustment definition

Final Closing Additional Adjustment means Closing Additional Adjustment (i) as shown in the Surviving Company’s calculation delivered pursuant to Section 2.12(a), if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.12(b), or (ii) if such a notice of disagreement is delivered, (A) as agreed by the Unitholders’ Representative and the Surviving Company pursuant to Section 2.12(c) or (B) in the absence of such agreement, as shown in the Accounting Referee’s determination delivered pursuant to Section 2.12(c); provided that for purposes of calculating the Final Amounts in no event shall Final Closing Additional Adjustment be more than the Surviving Company’s calculation of Final Closing Additional Adjustment delivered pursuant to Section 2.12(a) or less than the Unitholders’ Representative’s calculation of Final Closing Additional Adjustment delivered pursuant to Section 2.12(b). 7
Final Closing Additional Adjustment means Closing Additional Adjustment (i) as shown in the Surviving Company’s calculation delivered pursuant to Section 2.12(a), if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.12(b), or (ii) if such a notice of disagreement is delivered, (A) as agreed by the Unitholders’ Representative and the Surviving Company pursuant to Section 2.12(c) or (B) in the absence of such agreement, as shown in the Accounting Referee’s determination delivered pursuant to Section 2.12(c); provided that for purposes of calculating the Final Amounts in no event shall Final Closing Additional Adjustment be more than the Surviving Company’s calculation of Final Closing Additional Adjustment delivered pursuant to Section 2.12(a) or less than the Unitholders’ Representative’s calculation of Final Closing Additional Adjustment delivered pursuant to Section 2.12(b).

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