Final Closing Adjustment Amount definition

Final Closing Adjustment Amount means, with respect to any determination of the Closing Adjustment Amount (as defined below): (1) if no notice of disagreement is delivered by either party in accordance with Section 2.5(b) with respect to the other party's determination of an element used to calculated the Closing Adjustment Amount, the Closing Adjustment Amount calculated based on the amounts in the Comcast Statement and the Time Warner Cable Statement; (2) if either party delivers a notice of disagreement in accordance with Section 2.5(b) and the parties reach agreement on all disputed items within 30 days following such delivery, the Closing Adjustment Amount as determined in accordance with such agreement; or (3) if either party delivers a notice of disagreement in accordance with Section 2.5(b) and the parties fail to reach agreement within 30 days, the Closing Adjustment Amount as calculated based on the undisputed amounts in the Comcast Statement and Time Warner Cable Statement and with respect to disputed items, as determined by the Accounting Referee. As used herein, the term "Closing Adjustment Amount" means the sum of the Subscriber Adjustment Amount and the Closing Net Liabilities Amount.

Final Closing Adjustment Amount has the meaning set forth in Section 1.3(e).

Final Closing Adjustment Amount has the meaning set forth in Section 2.1(c)(vi).

Examples of Final Closing Adjustment Amount in a sentence

• In addition, Transferee Parent shall recognize, as to each Transferred Native Employee, all vacation, sick days and other paid time off accrued by such Transferred Native Employee but unused as of the Closing Date, in each case to the extent such Liabilities are reflected in the Net Liabilities Adjustment Amount used to calculate the Final Closing Adjustment Amount.

• The Members and Parent will reasonably cooperate and assist as and if requested by Parent or the Member, as applicable, in the preparation of the Closing Balance Sheet and the calculation of the Final Closing Adjustment Amount and in the conduct of the audits and reviews referred to in this Section 2.08, including the making available to the extent necessary of books, records, work papers and personnel.

• If during such thirty (30) day period any Disputed Items cannot be resolved, Seller and Buyer shall, within ten (10) days thereafter, cause the Independent Accounting Firm to promptly review this Agreement and the remaining Disputed Items for purposes of resolving the Disputed Items in accordance with this Agreement and calculating the Final Closing Adjustment Amount.

• The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, but in no event later than thirty (30) days after the date such Disputed Items are submitted to the Independent Accounting Firm, a report setting forth its resolution of the remaining Disputed Items (which shall be within the range of dispute in respect of each Disputed Item) and its calculation of the Final Closing Adjustment Amount, which report shall be final and binding upon the Parties hereto.

• In the biological opinion, NMFS determined that the amount or extent of anticipated take, coupled with other effects of the proposed action, is not likely to result in jeopardy to the species or destruction or adverse modification of critical habitat.

More Definitions of Final Closing Adjustment Amount

Final Closing Adjustment Amount means, with respect to each Newco, the Closing Adjustment Amount as set forth in the Transferee's Statement for such Newco and, in the event of an Objection Notice, as adjusted by either the agreement of Transferor and Transferee, or by the Accounting Referee, acting pursuant to Section 2.4.

Final Closing Adjustment Amount as defined in Section 2.5(b).

Final Closing Adjustment Amount means a dollar amount, which may be a negative number, equal to the Final Closing Working Capital Adjustment Amount minus the Final Closing Indebtedness Adjustment Amount.

Final Closing Adjustment Amount has the meaning set forth in Section 3.3(j).

Final Closing Adjustment Amount determined using the Final Post-Closing Statement means an amount equal to the Closing Net Working Capital, minus the Target Working Capital, plus the Closing Cash, minus the Closing Debt, minus the Closing Transaction Expenses. The Estimated Purchase Price shall be either (1) decreased by the amount, if any, by which the Final Closing Adjustment Amount is less than the Estimated Closing Adjustment Amount, or (2) increased by the amount, if any, by which the Final Closing Adjustment Amount is greater than the Estimated Closing Adjustment Amount. Any adjustment to the Estimated Purchase Price provided for in this Section 1.04(g) is referred to as the “Purchase Price Adjustment.”

Final Closing Adjustment Amount means an amount, which may be positive or negative, equal to (a) the Final Closing Working Capital minus (b) the Target Working Capital.

Final Closing Adjustment Amount means an amount equal to (i) the Final Closing Cash, plus or minus (ii) the amount that Net Adjusted Working Capital is greater than or less than the Estimated Net Adjusted Working Capital, minus (iii) the Final Closing Indebtedness, minus (iv) the Final Closing Transaction Expenses, in each case as set forth on the Final Closing Statement.