Net Adjustment Amount definition
Net Adjustment Amount means an amount, which may be positive or negative, equal to (A) the Closing Net Working Capital as finally determined pursuant to this Section 2.4 minus the Estimated Net Working Capital, minus (B) the Closing Indebtedness as finally determined pursuant to this Section 2.4 minus the Estimated Indebtedness, plus (C) the Closing Cash as finally determined pursuant to this Section 2.4 minus the Estimated Cash, minus (D) the Closing Transaction Expenses as finally determined pursuant to this Section 2.4 minus the Estimated Transaction Expenses;
Net Adjustment Amount has the meaning set forth in Section 2.5(c).
Net Adjustment Amount means, in respect of a Repo entered into on a Repo Day (Day T), a
Examples of Net Adjustment Amount in a sentence
For example, if the Sellers Representative disputes $1,000,000 of a proposed Net Adjustment Amount but the Independent Accounting Firm determines that the Sellers Representative has a valid claim for only $400,000, the Sellers Representative (on behalf of the Sellers) shall bear 60% (i.e. $600,000/$1,000,000) of the fees and expenses of the Independent Accounting Firm and OpCo shall bear the other 40% of such fees and expenses (i.e. $400,000/$1,000,000).
More Definitions of Net Adjustment Amount
Net Adjustment Amount means an amount, which may be positive or negative, equal to the Final Purchase Price, as finally determined, minus the Estimated Purchase Price.
Net Adjustment Amount shall equal zero (0):
(i) minus the amount, if any, by which the Closing Company Transaction Expenses exceed the Estimated Closing Company Transaction Expenses;
(ii) plus the amount, if any, by which the Estimated Closing Company Transaction Expenses exceed the Closing Company Transaction Expenses;
(iii) minus the amount, if any, by which the Closing Funded Indebtedness exceeds the Estimated Closing Funded Indebtedness;
(iv) plus the amount, if any, by which the Estimated Closing Funded Indebtedness exceeds the Closing Funded Indebtedness;
(v) minus the amount, if any, by which the Estimated Closing Cash on Hand exceeds the Closing Cash on Hand;
(vi) plus the amount, if any, by which the Closing Cash on Hand exceeds the Estimated Closing Cash on Hand;
(vii) minus the amount, if any, by which the Estimated Closing Working Capital exceeds the Closing Working Capital; and
(viii) plus the amount, if any, by which the Closing Working Capital exceeds the Estimated Closing Working Capital.
Net Adjustment Amount means the cash amount expressed in US Dollars to be calculated by adding together all the relevant Adjustments in accordance with clause 8, and which, if positive, shall increase the Base Consideration and, if negative, shall reduce the Base Consideration;
Net Adjustment Amount means an amount, which may be greater or less than $0.00, equal to the sum of (A) the amount by which the Final Working Capital is greater than or less than the Estimated Closing Working Capital, plus (B) the amount by which the Final Closing Cash is greater than or less than the Estimated Closing Cash, plus (C) the amount by which the Final Indebtedness is greater than or less than the Estimated Indebtedness, plus (D) the amount by which the Final Transaction Expenses is greater than or less than the Estimated Transaction Expenses.
Net Adjustment Amount has the meaning set forth in Section 2.3(g)(i).
Net Adjustment Amount is defined in Section 2.6(f).
Net Adjustment Amount is defined in Section 2.4(a).