Closing Adjustment Amount definition

Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

Closing Adjustment Amount means an amount equal to (a) Estimated Cash, minus (b) Estimated Debt, plus (c) any Estimated Working Capital Surplus, minus (d) any Estimated Working Capital Deficiency, plus (e) Estimated Growth Capital Expenditures, minus (f) $3,000, which represents one half of the Escrow Agent’s up front fees and expenses payable by the Company under the Escrow Agreement.

Closing Adjustment Amount shall have the meaning set forth in Section 2.06(a).

Examples of Closing Adjustment Amount in a sentence

• Each report also discussed the effects of ATPA on drug-related crop eradication and crop substitution ef- forts in beneficiary countries.

• If within fifteen (15) days following the Delivery Date, Seller has not given Buyer written notice of his objection to the Closing Balance Sheet calculation (which notice must contain (i) a statement of Seller's calculation of the Company's Working Capital as of the Closing Date and (ii) the basis of Seller's objection), then the Working Capital amount reflected in the Closing Balance Sheet will be binding and conclusive on the Parties and will be used in computing the Closing Adjustment Amount.

• At the Closing, in consideration for the purchase of the Shares, Purchaser shall pay in cash to Seller or its designee (a) $4,825,800,000 Table of Contents (the “Base Purchase Price”), plus or minus (b) the Equity Award Adjustment Amount, plus or minus (c) the Estimated Closing Adjustment Amount, minus (d) solely to the extent required pursuant to Section 4.18(b)(iii), the Principal Amount (the “Estimated Purchase Price”).

• The Estimated Purchase Price shall be either (1) decreased by the amount, if any, by which the Final Closing Adjustment Amount is less than the Estimated Closing Adjustment Amount, or (2) increased by the amount, if any, by which the Final Closing Adjustment Amount is greater than the Estimated Closing Adjustment Amount.

• The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, but in no event later than thirty (30) days after the date such Disputed Items are submitted to the Independent Accounting Firm, a report setting forth its resolution of the remaining Disputed Items (which shall be within the range of dispute in respect of each Disputed Item) and its calculation of the Final Closing Adjustment Amount, which report shall be final and binding upon the Parties hereto.

More Definitions of Closing Adjustment Amount

Closing Adjustment Amount means, with respect to each Specified Business, the sum (expressed as a positive, if positive, or as a negative, if negative) of (i) the Net Liabilities Adjustment Amount for such Specified Business, minus (ii) the Subscriber Adjustment Amount for such Specified Business, minus (iii) the Capital Expenditure Adjustment Amount for such Specified Business.

Closing Adjustment Amount means the sum of the Subscriber Adjustment Amount and the Closing Net Liabilities Amount.

Closing Adjustment Amount has the meaning set forth in Section 1.6(a).

Closing Adjustment Amount has the meaning set forth in Section 2.4(e).

Closing Adjustment Amount means an amount equal to (x) the Closing Balance of Inventories Adjustment minus (y) the Employee Leasing Cost (which sum may result in a positive or negative number).

Closing Adjustment Amount means an amount, calculated in a manner consistent with the calculation of the Target Adjustment Amount, equal to the sum, as of the Closing Date, of (a) the Net Book Value of Seller's right, title and interest in and to the Inventories plus (b) Capital Expenditures.

Closing Adjustment Amount shall equal the difference (expressed as a positive number), if any, between the Net Working Capital Threshold and the Estimated Net Working Capital Amount.