Post-Closing Included Seller Inventory Adjustment Amount means the positive or negative amount equal to (i) the Final Included Seller Inventory Value minus (ii) the Estimated Included Seller Inventory Value.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).
Closing Cash Amount has the meaning set forth in Section 2.2.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Inventory Value means with respect to any Inventory of a Loan Party at the time of any determination thereof, the standard cost determined on a first in first out basis and carried on the general ledger or inventory system of such Loan Party stated on a basis consistent with its current and historical accounting practices, in Dollars, determined in accordance with the standard cost method of accounting less, without duplication, (i) any markup on Inventory from an Affiliate and (ii) in the event variances under the standard cost method are expensed, a Reserve reasonably determined by the Agent as appropriate in order to adjust the standard cost of Eligible Inventory to approximate actual cost.
Earnout Amount has the meaning set forth in Section 2.7(a).
Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Purchase Price Adjustment Escrow Amount means $500,000.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Closing Value means, as of a particular date, the value of a Share determined by the closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
RI Closing Value means, in respect of a Reference Item and a ST Valuation Date, the Settlement Level (as defined in the Equity Linked Conditions) on such ST Valuation Date.
Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.