Final Surplus definition

Final Surplus means the amount, if any by which (a) the sum of (i) the Net Working Capital Surplus, if any, and (ii) the Cash Surplus, if any, exceeds (b) the sum of (i) the Net Working Capital Deficit, if any, and (ii) the Cash Deficit, if any.

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Final Surplus means the amount, if any, by which (a) the sum of (i) the Net Working Capital Surplus, if any, (ii) the Cash Surplus, if any, (iii) the Indebtedness Surplus, if any, and (iv) the Company Transaction Expenses Surplus, if any, is greater than (b) the sum of (i) the Net Working Capital Deficit, if any, (ii) the Cash Deficit, if any, (iii) the Indebtedness Deficit, if any, and (iv) the Company Transaction Expenses Deficit, if any.

Final Surplus has the meaning specified in Section 3.3(d).

Examples of Final Surplus in a sentence

• If Seller fails to deliver to Buyer a Dispute Notice within the Notice Period, then the Final Surplus Amount as set forth in the Purchase Price Adjustment Report delivered by Buyer to Seller shall be final and binding on the Parties.

• The Purchase Price Adjustment Report shall be prepared using the same format and the same methodologies used in preparing the statement of the Estimated Surplus Amount referred to in Section 2.3(b) of this Agreement and shall clearly set forth and describe any variations between the Estimated Surplus Amount and Buyer’s calculation of the Final Surplus Amount (or any figures used by Buyer in calculating the same).

• If the Final Merger Consideration is greater than the Merger Consideration (such difference, the “Final Surplus”), the Acquirer shall promptly pay to the Indemnifying Holders in accordance with their Pro Rata Shares (i) the Final Surplus and (ii) all fees, costs and expenses of the Reviewing Accountant to be paid by the Indemnifying Holders pursuant to Section 1.6(g)(ii) or Section 1.6(g)(iii), if any.

• The Independent Accounting Firm shall deliver to Buyer and Seller, as promptly as practicable and in any event within thirty (30) days after its appointment, a written report setting forth the resolution of each Disputed Item and the resulting Final Surplus Amount, determined in accordance with the terms of this Agreement.

• Any Disputed Items that are agreed to in writing by ▇▇▇▇▇ and Seller within forty five (45) days of receipt of the Dispute Notice by ▇▇▇▇▇, or such other time as is mutually agreed in writing by ▇▇▇▇▇ and Seller (the “Dispute Period”), shall be final and binding upon Buyer and Seller and become part of the calculation of the Final Surplus Amount.

More Definitions of Final Surplus

Final Surplus means (i) if the Acquirer Notice objects to Company Net Working Capital only, then if Final Net Working Capital is greater than the Adjusted Net Working Capital Target, an amount equal to such difference, (ii) if the Acquirer Notice objects to Company Net Cash only, then if the Final Net Cash is greater than the Adjusted Net Cash Target, an amount equal to such difference and (iii) if the Acquirer Notice objects to both Company Net Working Capital and Company Net Cash, then if (A) the sum of the Final Net Working Capital plus the Final Net Cash is greater than (B) the sum of the Final Net Working Capital Target less Final Net Cash Target, an amount equal to such difference.

Final Surplus means the amount, if any, by which Final Calculated Merger Consideration exceeds Merger Consideration.

Final Surplus has the meaning set forth in Section 2.5(g)(ii).

Final Surplus has the meaning specified in Section 2.06(h).

Final Surplus means the amount by which the Closing Working Capital Value exceeds the Working Capital Target.

Final Surplus means the amount by which the Closing Working Capital Value exceeds the Working Capital Target. “Final Termination Date” shall have the meaning set forth in Section 12.1(b).

Final Surplus has the meaning given such term in Section 2.5(d).