Final Closing Amount definition

Final Closing Amount has the meaning set forth in Section 3.2(a).

Final Closing Amount shall be equal to (i) the Cash Purchase Price, minus (ii) the amount of Indebtedness as finally determined pursuant to this Section 2.3, minus (iii) the amount of Seller Transaction Expenses as finally determined pursuant to this Section 2.3.2, plus (iv) the amount, if any, by which the Working Capital as finally determined pursuant to this Section 2.3.2 (the “Final Working Capital”) is greater than the Target Working Capital Amount, minus (v) the amount, if any, by which the Final Working Capital is less than the Target Working Capital Amount, plus (vi) Buyer’s Hawthorne Adjustment. Within ten (10) days after the determination of the Final Closing Amount:

Final Closing Amount means the following, as finally determined pursuant to this Section 3.2:

Examples of Final Closing Amount in a sentence

• The resolution of such disagreements and the determination of the Final Closing Amount by the Accounting Firm shall be final and binding on Parent, the Member Representative and the Members.

• If the Member Representative disagrees with Parent's determination of the Final Closing Amount, the Member Representative shall, within ten (10) days after receipt of Parent's determination of the Final Closing Amount, notify Parent in writing of such disagreement (such notice setting forth the basis for such disagreement in reasonable detail) and Parent and the Member Representative thereafter shall negotiate to resolve any such disagreement.

• Parent and the Member Representative shall instruct the Accounting Firm to resolve all disagreements over the computations of the Final Closing Amount at an amount determined by the Member Representative or at an amount determined by Parent or at any amount between such amounts.

• Parent and the Member Representative shall use reasonable efforts to cause the Accounting Firm to resolve all disagreements over the Final Closing Amount as soon as practicable, but in any event within thirty (30) days after submission of the dispute to the Accounting Firm.

• Parent shall provide access to and make reasonably available to the Member Representative and its agents, advisors and representatives all books, records, work papers, schedules and calculations used in preparing Parent's determination of the Final Closing Amount.

More Definitions of Final Closing Amount

Final Closing Amount shall have the meaning specified in Section 3.3.

Final Closing Amount as defined in Section 2.7(b).

Final Closing Amount means the final Closing Amount as determined in accordance with Section 2.06.

Final Closing Amount has the meaning ascribed to it in Section 2.8(b)(iii).

Final Closing Amount shall be equal to (i) the Base Amount, minus (ii) the amount of Closing Indebtedness as finally determined pursuant to this Section 2.4, minus (iii) the amount of Seller Transaction Expenses as finally determined pursuant to this Section 2.4, minus (iv) the Final Closing Deferred Revenue Adjustment, plus (v) the amount of Closing Cash as finally determined pursuant to this Section 2.4, plus (vi) the amount, if any, by which the Net Working Capital as finally determined pursuant to this Section 2.4 (the “Final Net Working Capital”) is greater than the Net Working Capital Target, minus (vii) the amount, if any, by which the Final Net Working Capital is less than the Net Working Capital Target. Upon the determination of the Final Closing Amount:

Final Closing Amount means the Merger Consideration as set forth on the Final Closing Statement. ffny03\goldfmu\658041.8

Final Closing Amount means the Closing Amount (i) as shown in Sellers' calculation delivered pursuant to Section 2.7(c)(ii) if no notice of disagreement with respect thereto is delivered by Buyer pursuant to such Section or if such a notice of disagreement is delivered, (A) as agreed by the parties pursuant to Section 2.7(c)(iii) or (B) in the absence of such agreement, as shown in the Accounting Referee's calculation delivered pursuant to Section 2.7(c)(iii); provided that the Final Closing Amount shall in no event be more than Sellers' calculation of the Closing Amount delivered pursuant to Section 2.7(c)(ii) nor less than Buyer's calculation of the Closing Amount delivered pursuant to such Section; provided further that in no event shall the Final Closing Amount be less than the $98,000,000 (adjusted to reflect increases or Execution Copy -------------- decreases resulting from this Section 2.7 (other than Section 27(c)) or more than $105,000,000 (adjusted to reflect increases or decreases resulting from this Section 2.7 (other than Section 2.7(c)).