Final Closing Adjustment shall have the meaning set forth in Section 2.3(c)(i).
Final Closing Adjustment has the meaning set forth in Section 5.5.11.
Final Closing Adjustment means the amount of the Closing Adjustment Items determined in accordance with the provisions of Section 2.7(c).
Examples of Final Closing Adjustment in a sentence
All adjustments or prorations which could not be determined at the Closing because of the lack of actual statements, bills or invoices for the current period, the year-end reconciliation of Additional Rent, or any other reason, shall be made as a part of the Final Closing Adjustment.
Any net adjustment in favor of the Sellers shall be paid in cash by Purchaser to the Sellers no later than thirty (30) days after the Final Closing Adjustment.
Any net adjustment in favor of Purchaser shall be paid in cash by the Sellers to Purchaser no later than thirty (30) days after the Final Closing Adjustment.
Languages for which the EL in question is dedicated, i.e. differing from the PL in more than word order alone, are bolded in Table2.
If the exact amount of taxes is not known at Closing, the proration will be based on an amount equal to 105% of the prior assessment year’s taxes and shall be adjusted once actual figures become available after Closing, as part of the Final Closing Adjustment.
More Definitions of Final Closing Adjustment
Final Closing Adjustment has the meaning set forth in Section 2.6(f).
Final Closing Adjustment means the Closing Adjustment as shown in Parent’s calculation delivered pursuant to Section 2.09(a), if no notice of disagreement with respect thereto is timely delivered pursuant to Section 2.09(b); or if such a notice of disagreement is timely delivered, as agreed by Parent and the Equityholder Representative pursuant to Section 2.09(c) or in the absence of such agreement, as shown in the independent accountant’s calculation delivered pursuant to Section 2.09(c); provided that, in no event shall the Final Closing Adjustment be less than Parent’s calculation of the Closing Adjustment delivered pursuant to Section 2.09(a) or more than the Equityholder Representative’s calculation of the Closing Adjustment delivered pursuant to Section 2.09(b).
Final Closing Adjustment shall be equal to (i) the amount of the Final Closing Adjustment Items, minus (ii) the Estimated Closing Adjustment. For the avoidance of doubt, the Final Closing Adjustment may be a positive or negative number. If the Final Closing Adjustment is greater than zero (0), then the Buyer shall be entitled to receive payment of the Final Closing Adjustment from the Company Equityholders, together with any fees and expenses of the Neutral Accountant to be borne by the Company Equityholders pursuant to Section 2.6(e) to the extent advanced by Buyer, promptly (and in no event later than two (2) Business Days) after the date of determination of the Final Closing Adjustment; provided that the Buyer’s recourse with respect to any such Final Closing Adjustment shall be limited to, without duplication, (a) the then-current balance of the Escrow Fund, (b) subject to Section 2.1(e)(iii) and Section 8.5(d), the Holdback Funds (if any) and (c) the Adjusted Guaranteed Amount; provided, further, that as among any then-current balance of the Escrow Fund, the Holdback Funds and the Adjusted Guaranteed Amount, the Buyer shall seek recourse first against the Escrow Fund. For the avoidance of doubt, except in the case of fraud (but subject to the limitations set forth in Section 8.5(e)), the Buyer shall not be entitled to direct recourse against any Company Equityholder with respect to any Final Closing Adjustment. If the Final Closing Adjustment is less than zero (0), then promptly (and in no event later than two (2) Business Days) after the date of determination of the Final Closing Adjustment: (1) a portion thereof equal to the aggregate of the Pro Rata Shares of such Final Closing Adjustment represented by all shares of Company Stock converted pursuant to Section 2.1(c) and all Company Warrants converted pursuant to Section 2.5 shall be paid by the Buyer to the Exchange and Paying Agent for payment to the holders thereof and (2) a portion thereof equal to the aggregate of the Pro Rata Shares of such Final Closing Adjustment represented by all Vested Company Options shall be paid by the Buyer to the Surviving Corporation for payment to the holders thereof (subject to any applicable withholding as provided in Section 2.9); provided, that all such payments by the Buyer under clauses (1) and (2) of this Section 2.6(f) shall be composed of one-hundred percent (100%) cash. The percentage of the Final Closing Adjustment, if any, to be distributed to each Company Equityholder is set ...
Final Closing Adjustment means (a) the Final Closing Cash, minus (b) the Final Closing Debt Amount, minus (c) the Final Negative Working Capital Adjustment (if any), plus (d) the Final Positive Working Capital Adjustment (if any).
Final Closing Adjustment shall have the meaning ascribed to it in the Subscription Agreement.
Final Closing Adjustment means the Closing Adjustment as shown in Parent’s calculation delivered pursuant to Section 2.06(a), if no notice of disagreement with respect thereto is timely delivered pursuant to Section 2.06(b); or if such a notice of disagreement is timely delivered, as agreed by Parent and the Shareholder Representative pursuant to Section 2.06(c) or in the absence of such agreement, as shown in the independent accountant’s calculation delivered pursuant to Section 2.06(c); provided that, in no event shall the Final Closing Adjustment be less than Parent’s calculation of the Closing Adjustment delivered pursuant to Section 2.06(a) or more than the Shareholder Representative’s calculation of the Closing Adjustment delivered pursuant to Section 2.06(b); provided further, that if and only if the Final Closing Adjustment as determined in accordance with the preceding sentences of this definition is within $25,000 of the Estimated Closing Adjustment, then the Final Closing Adjustment shall be deemed to be equal to the Estimated Closing Adjustment.
Final Closing Adjustment. (which could be positive or negative) shall equal (x) the Final Net Working Capital as determined pursuant to Sections 3.2(a) through (e) minus (y) the Estimated Net Working Capital. Upon the final determination of the Final Closing Adjustment, the following shall apply: