Final Consideration definition

Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

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Final Consideration has the meaning given in Clause 3.1;

Final Consideration means the entire consideration proposed by the Successful Bidder in the course of the E-Auction, and required to be paid by the Successful Bidder on Consideration Payment Date to acquire the Corporate Debtor as a whole, on a going concern basis, in terms of sub-clause X of Clause 4.3 of this document.

Examples of Final Consideration in a sentence

• The determination of the Consideration by the Accounting Firm shall, absent manifest error, be final and binding on the Parties as the Final Consideration, and judgment may be entered upon such determination in any court of competent jurisdiction.

• In either case, such payment shall be made within five (5) Business Days after the date on which the Final Consideration becomes final and binding pursuant to this Section 2.3.

• If the Partnership so notifies the Contributing Parties of its objections to the Contributing Parties’ calculation of the Final Consideration Adjustment Amount within the Objection Period, the Partnership on behalf of itself and the other Partnership Parties and acting through the Conflicts Committee and the Contributing Parties shall, within thirty (30) days following such notice (the “Resolution Period”), attempt to resolve the Disputed Items.

• The Parties agree that the procedures set forth in this Section 2.4 shall be the sole and exclusive method for resolving disputes regarding the determination of the Final Consideration Adjustment Amount.

• In such event, each of the Partnership, on behalf of itself and the other Partnership Parties and acting through the Conflicts Committee, and the Contributing Parties shall submit to the Accounting Firm its calculation of the Final Consideration Adjustment Amount together with detailed supporting documentation as it deems appropriate.

More Definitions of Final Consideration

Final Consideration means the Consideration, as the same becomes final and binding pursuant to Section 2.3.

Final Consideration has the meaning set forth in Section 3.2(d).

Final Consideration means the sum of the Final Cash Consideration and the Assumed Liabilities (other than liabilities or obligations of the Acquired Companies).

Final Consideration means the amount produced by the following formula: (i) the Enterprise Value; minus (ii) the Adjusted Closing Funded Indebtedness; plus (iii) the Adjusted Closing Net Working Capital; minus (iv) the Base Working Capital Value.

Final Consideration has the meaning given in Schedule 6;

Final Consideration means an amount equal to the sum of (1) the Base Purchase Price, plus (2) the Final Business Cash, minus (3) the Final Business Indebtedness, plus (4) the Final Working Capital Adjustment Amount, minus (5) an amount equal to the aggregate amount payable pursuant to the Retention Bonuses.

Final Consideration means an amount equal to the Up-Front Payment adjusted as follows: if (a) the Final Closing Net Cash is greater than the Reference Amount, plus the amount of such excess, or (b) the Final Closing Net Cash is less than the Reference Amount, minus the amount of such shortfall.