Final Closing Cash Purchase Price definition

Final Closing Cash Purchase Price has the meaning set forth in Section 1.03(a).

Final Closing Cash Purchase Price means (i) the Base Cash Purchase Price, minus (ii) the Indebtedness Amount as finally determined pursuant to Section 2.2, plus (iii) the Cash Amount as finally determined pursuant to Section 2.2, minus (iv) the Transaction Expenses, as finally determined pursuant to Section 2.2, minus (v) the Seller Reserve Fund.

Final Closing Cash Purchase Price. As defined in Section 2.2(a).

Examples of Final Closing Cash Purchase Price in a sentence

• To avoid duplication, a Buyer Indemnitee shall not be entitled to recover an indemnification payment under Section 8.02 for a Loss to the extent such Loss has already been included in the calculation of the Final Closing Cash Purchase Price.

• Buyer shall revise the Purchase Price Allocation Schedule to reflect (i) the Final Closing Cash Purchase Price and (ii) any post-Closing payment made pursuant to, or in connection with, this Agreement and notify Sellers’ Representative of such revision within 60 days after the Final Closing Cash Purchase Price is finally determined.

• Any adjusted Tax Gross-Up Amount shall be determined and paid as part of the Final Closing Cash Purchase Price in accordance with Section 1.04.

• The Seller Reserve Fund will be retained by or on behalf of the Seller until such time as the Seller determines in its sole discretion, provided that the Seller Reserve Fund will, at a minimum, be retained until such time as the Final Closing Cash Purchase Price has been determined pursuant to Section 2.3. For U.S. federal income tax purposes, the Seller Reserve Fund will be treated as having been received and voluntarily set aside by the Seller at the time of Closing.

• Notwithstanding anything herein to the contrary, none of the Buyer Indemnitees shall be entitled to (i) a duplicative recovery for the same Loss with respect to Taxes under Article XI and Article XII or (ii) a recovery for a Loss with respect to Taxes to the extent such Taxes were included in the calculation of the Estimated Closing Cash Purchase Price or the Final Closing Cash Purchase Price.

• If the Final Closing Cash Purchase Price is less than the Closing Cash Purchase Price, promptly after the date the Final Closing Cash Purchase Price is finally determined pursuant to Section 2.2 (but in any event within three Business Days thereafter), the Seller will pay from the Seller Reserve Fund to the Purchaser by wire transfer of immediately available funds an amount equal to such shortfall.

• During the Review Period, Buyer shall upon reasonable advance notice permit Member Representative and Member Representative’s advisors to have reasonable access to the books, records and other documents of the Company pertaining to or used in connection with the preparation of the Closing Date Statement and calculation of the Final Closing Cash Purchase Price and provide Member Representative with copies thereof (as reasonably requested by Member Representative).

• The aggregate consideration (to be delivered at the Closing in the manner described in Section 2.5(c) and adjusted as provided in Section 2.4 for the Purchased Equity, the Real Estate and the Equipment to be purchased by the Buyers hereunder shall be an aggregate amount equal to the Final Closing Cash Purchase Price.

• If the Member Representative either (i) fails to deliver a Dispute Notice to Buyer prior to the expiration of the Review Period or (ii) delivers a written notice to Buyer accepting the Closing Date Statement, then, in either case, the amount of the Closing Cash Purchase Price reflected by or contained in the Closing Date Statement shall be the Final Closing Cash Purchase Price and shall be final, binding and conclusive upon the Parties hereto.

• For purposes of this Agreement and subject to Section 1.3(d) and Section 1.3(e) below, the term “Final Adjustment Amount” shall mean an amount that would otherwise need to be paid by Buyer or refunded by the Members so that the total Closing Cash Purchase Price paid equals the Final Closing Cash Purchase Price.

More Definitions of Final Closing Cash Purchase Price

Final Closing Cash Purchase Price means (i) the Base Cash Purchase Price, minus (ii) the Indebtedness Amount as finally determined pursuant to Section 2.2, plus (iii) the Cash Amount as finally determined pursuant to Section 2.2, minus (iv) the Transaction Expenses, as finally determined pursuant to Section 2.2, plus (v) the Working Capital Adjustment Amount, as finally determined pursuant to Section 2.2, minus (vi) the Seller Reserve Fund, minus (vii) the Escrow Amount.

Final Closing Cash Purchase Price means an aggregate amount equal to (a) One Hundred Sixty-Seven Million Five Hundred Thousand Dollars ($167,500,000), plus (b) Final Cash, plus (c)(x) the amount, if any, that Final Working Capital is greater than Working Capital Target or minus (y) the amount, if any, that Final Working Capital is less than Working Capital Target,

Final Closing Cash Purchase Price. The Member Representative shall have a period (the “Review Period”) of thirty (30) days from the delivery of the Closing Date Statement to review such statement. During the Review Period, Buyer shall upon reasonable advance notice permit Member Representative and Member Representative’s advisors to have reasonable access to the books, records and other documents of the Company pertaining to or used in connection with the preparation of the Closing Date Statement and calculation of the Final Closing Cash Purchase Price and provide Member Representative with copies thereof (as reasonably requested by Member Representative). If, as a result of such review, the Member Representative disagrees with the Closing Date Statement, the Member Representative shall deliver to Buyer a written notice of disagreement (a “Dispute Notice”) prior to the expiration of the Review Period setting forth in reasonable detail the basis for such dispute, the specific items and amounts in dispute, and the Member Representative’s alternative calculation of the Closing Date Statement (including the alternative calculations of each disputed line item). For purposes of this Agreement and subject to Section 1.3(d) and Section 1.3(e) below, the term “Final Adjustment Amount” shall mean an amount that would otherwise need to be paid by Buyer or refunded by the Members so that the total Closing Cash Purchase Price paid equals the Final Closing Cash Purchase Price.