Final Closing Cash Consideration definition

Final Closing Cash Consideration has the meaning set forth in Section 1.5(b).
Final Closing Cash Consideration means an amount equal to (a) the Closing Cash Base Amount plus (b) the amount, if any, by which Net Working Capital exceeds the Target Net Working Capital less (c) the amount, if any, by which the Target Net Working Capital exceeds Net Working Capital less (d) Company Indebtedness (other than the PPP Loan) less (e) the PPP Loan Amount less (f) Company Transaction Expenses less (g) the Holdback.
Final Closing Cash Consideration means the Closing Cash Consideration, as finally determined in accordance with this Section 2.08. The parties agree that:

Examples of Final Closing Cash Consideration in a sentence

  • As soon as practicable following the determination of the Final Closing Cash Consideration in accordance with Section 2.4 (but in no event more than one hundred eighty (180) days after the Closing Date), Buyer shall prepare a draft schedule reflecting the allocation of the Allocable Amount (including to the covenants and agreements set forth in Section 5.1) in accordance with Exhibit I and shall submit such allocation to Seller Representative for review.

  • Notwithstanding anything to the contrary herein, in no event shall any Indemnified Party be entitled to indemnification under this Article VIII with respect to the items required to be included or reflected in the calculation of the Working Capital Adjustment Amount, the Assumed Indebtedness Amount, any Seller Parent/Buyer Contracts Amounts (including the Closing Collaboration Adjustment Amount) or the Final Closing Cash Consideration.

  • For Tax purposes, any indemnity payment under this Agreement shall be treated as an adjustment to the Final Closing Cash Consideration.

  • The Parties agree that the obligations of Buyer Parent under the Contingent Additional Amount Agreement should be treated for all relevant tax purposes (i) as debt, and not as an equity interest in Buyer Parent or its Affiliates or as payment in consideration for services and (ii) as an adjustment to the Final Closing Cash Consideration, in each case unless contrary treatment is required by a “determination,” as defined in Section 1313 of the Code (or similar provision of applicable Law).

  • In determining the Final Closing Cash Consideration hereunder, the Neutral Accountant shall act as an expert and not as arbitrator.


More Definitions of Final Closing Cash Consideration

Final Closing Cash Consideration means (a) Closing Base Cash Consideration, plus (b) the Closing Cash and (c) the Working Capital Adjustment Amount (which may be a negative number), and minus (d) the Closing Indebtedness, (e) the Identified Divestiture Target Amount, and (f) the Consent Impact Amount, in the case of each of clauses (b), (c), (d) and (f), as finally determined pursuant to Section 1.05.
Final Closing Cash Consideration means (a) the Base Amount, plus (b) the Aggregate Option Exercise Price, plus (c) the Aggregate Company Warrant Exercise Price, minus (d) Closing Indebtedness, plus (e) Closing Cash, minus (f) the Company Transaction Expenses, minus (g) the Unvested Company Option Expense Amount.
Final Closing Cash Consideration means the Closing Cash Consideration, (x) as shown in the Closing Statement if no Notice of Disagreement with respect thereto is duly and timely delivered pursuant to Section 1.3(b) or (y) if such a Notice of Disagreement is so delivered, as agreed by the Company and Buyer pursuant to Section 1.3 or (z) if such Notice of Disagreement is so delivered and in the absence of such agreement, as shown in the Arbiter’s calculation delivered pursuant to Section 1.3.
Final Closing Cash Consideration means an amount equal to (a) the Closing Cash Base Amountplus (b) the amount, if any, by which Net Working Capital exceeds the Target Net Working Capital less (c) the amount, if any, by which the Target Net Working Capital exceeds Net Working Capital plus (d) Company Cash less (e) Company Indebtedness (other than any loan made pursuant to the Paycheck Protection Program and included on the Company Disclosure Schedule) less (f) Company Transaction Expenses.
Final Closing Cash Consideration means an amount equal to (a) the Closing Cash Base Amountplus (b) the amount, if any, by which Net Working Capital exceeds the Target Net Working Capital less (c) the amount, if any, by which the Target Net Working Capital exceeds Net Working Capital less (d) Company Indebtedness less (e) Company Transaction Expenses.
Final Closing Cash Consideration means (a) Closing Base Cash Consideration, plus (b) the Working Capital Adjustment Amount (which may be a negative number) as finally determined pursuant to Section 1.06, minus (c) the Assumed Indebtedness Amount as finally determined pursuant to Section 1.06, plus (d) the Closing Collaboration Adjustment Amount (which may be a negative number) as finally determined pursuant to Section 1.06.
Final Closing Cash Consideration means the Closing Cash Consideration (i) as shown in Buyers’ calculation thereof set forth on the Closing Statement delivered pursuant to Clause 2.06(a), if Seller does not deliver any notice of disagreement with respect thereto pursuant to Clause 2.06(b); or