Final Closing Cash Payment has the meaning set forth in Section 2.06(c)(i).
Final Closing Cash Payment means One Million One Hundred and Twenty-five Thousand Dollars ($1,125,000).
Final Closing Cash Payment means the Closing Cash Payment, as finally determined in accordance with Section 2.05.
Examples of Final Closing Cash Payment in a sentence
Following Closing, the Estimated Purchase Price will be decreased (as applicable) on a dollar-for-dollar basis by the amount that the Estimated Closing Cash Payment is greater than the Final Closing Cash Payment.
If the Estimated Purchase Price is decreased by the adjustment provided for in preceding sentence, then within five Business Days following the determination of the Final Closing Cash Payment, Sellers will jointly and severally pay the amount of such excess to Buyer by wire transfer of immediately available funds to the account designated by Buyer.
No Person will be entitled to be indemnified for an amount pertaining to any Adverse Consequence to the extent that such amount was included in the calculation of Final Closing Date Tangible Book Value or included as Closing Date Debt or Closing Date Seller Transaction Expenses for purposes of the calculation of the Final Closing Cash Payment.
More Definitions of Final Closing Cash Payment
Final Closing Cash Payment means an aggregate amount equal to: (i) $3,000,000; minus (as applicable) (ii) the Closing Date Tangible Book Value Adjustment; plus (iii) Closing Date Debt; minus (iv) Closing Date Seller Transaction Expenses, in the case of the foregoing clauses (ii)-(iv), as finally determined in accordance with Section 1.3 (whether as a result of a failure to timely deliver an Objection Notice, mutual resolution of Sellers and Buyer pursuant to Section 1.3(b), determination by the Accounting Firm in accordance with Section 1.3(c), or any combination thereof).
Final Closing Cash Payment means an aggregate amount equal to: (i) $582,000,000; plus or minus (as applicable) (ii) the Closing Date Tangible Net Assets Adjustment; plus (iii) Closing Date Cash; minus (iv) Closing Date Debt; minus (v) Closing Date Seller Transaction Expenses; minus (vi) the Seller Representative Holdback Funds; minus (vii) the Escrow Funds, in the case of the foregoing clauses (ii)-(vii), as finally determined in accordance with Section 1.3 (whether as a result of a failure to timely deliver an Objection Notice, mutual resolution of the Sellers (acting through the Seller Representative) and Buyer pursuant to Section 1.3(b), determination by the Accounting Firm in accordance with Section 1.3(c), or any combination).
Final Closing Cash Payment means an aggregate amount equal to: (a) the Base Cash Amount, plus (b) the amount, if any, by which the Closing Net Working Capital exceeds the Target Amount, minus (c) the amount, if any, by which the Target Amount exceeds the Closing Net Working Capital, plus (d) the Closing Cash, minus (e) the Closing Debt, minus (f) the Closing Transaction Expenses, minus (g) the Closing Tax Liability Amount in the case of the foregoing clauses (b) - (g), as finally determined in accordance with Section 1.7 above (whether as a result of a failure to timely deliver an Objection Notice, mutual resolution of Sellers and Buyer, determination by the Accounting Firm, or any combination thereof). “Final Closing Net Working Capital” means Closing Net Working Capital, as finally determined in accordance with Section 1.7 above (whether as a result of a failure to timely deliver an Objection Notice, mutual resolution of Sellers and Buyer, determination by the Accounting Firm, or any combination thereof). “Fundamental Representations” means those representations and warranties of Seller and Buyer, as applicable, contained in Section 2.1, Section 2.2, the first sentence of Section 2.6(a), Section 2.21, Section 3.1, Section 3.2, Section 3.5 and Section 3.8. “GAAP” means United States generally accepted accounting principles, consistently applied. “Government Contracts” means any Contract, including any prime contract, material subcontract (at any tier), basic ordering agreement, letter contract, teaming agreement, material purchase order, material delivery order, material task order, or other contractual arrangement of any kind, as modified by binding modifications or change orders, with (a) any Governmental Body, (b) any prime contractor of any Governmental Body, or (c) any subcontractor (at any tier) with respect to any Contract of a type described in clauses (a) or (b) above. “Governmental Authorization” means any approval, consent, license, registration, permit, waiver or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Law.
Final Closing Cash Payment means the amount of the Estimated Closing Cash payment as adjusted to reflect the replacement, in the calculation thereof, of the Estimated Closing date Net Working Capital adjustment with the Closing date Net Working Capital adjustment, as finally determined in accordance with Section 1.3 (whether as a result of a failure to timely deliver an Objection Notice, mutual resolution of Seller and Buyer pursuant to Section 1.3(c)
Final Closing Cash Payment means an amount equal to (i) the Final CG OpCo Purchase Price, plus (ii) the Final CCI OpCo Purchase Price plus (iii) the Final IPCo Purchase Price, in each case, as finally determined in accordance with Section 1.3 (whether as a result of a failure to timely deliver an Objection Notice, mutual resolution of Sellers and Buyers pursuant to Section 1.3, determination by the Accounting Firm in accordance with Section 1.3(c), or any combination thereof).
Final Closing Cash Payment means an aggregate amount equal to: (a) $425,000,000; plus (b) the Closing Construction Amount; plus or minus (as applicable) (c) the Closing Date Net Working Capital Adjustment plus (d) Closing Date Cash minus (e) Closing Date Debt minus (f) Closing Date Pre-Closing Taxes plus (g) Closing Date Pre-Closing Tax Refunds minus (h) Closing Date Seller Transaction Expenses minus (i) the Escrow Funds, in the case of clauses (c)-(h) as finally determined in accordance with Section 1.3 (whether as a result of a failure to timely deliver an Objection Notice, mutual resolution of Sellers’ Representative and Buyer, determination by the Accounting Firm or any combination thereof).
Final Closing Cash Payment means an amount equal to the Cash Consideration minus the amounts (in each case, if any) by which (i) the Minimum Working Capital exceeds the Closing Working Capital, (ii) the Minimum Cash Amount exceeds the Closing Cash, (iii) the Closing Indebtedness exceeds the amount of Closing Indebtedness paid at the Closing pursuant to Section 2.07(a)(iii) hereof, and (iv) the Closing Transaction Expenses exceed the amount of Closing Transaction Expenses paid at the Closing pursuant to Section 2.07(a)(iv) hereof.