Closing Date Adjustment Amount definition

Closing Date Adjustment Amount means an amount equal to $0, and (A) (x) increased, if the Estimated Net Working Capital is a positive number, on a dollar-for-dollar basis by an amount equal to the Estimated Net Working Capital, or (y) decreased, if the Estimated Net Working Capital is a negative number, on a dollar-for-dollar basis by an amount equal to the absolute value of the Estimated Net Working Capital, and (B) decreased on a dollar-for-dollar basis by an amount equal to the Estimated Indebtedness, and (C) decreased on a dollar-for-dollar basis by an amount equal to the Estimated Transaction Expenses, and (D) increased by the amount of any Incremental Equity Capital, if applicable, and (E) decreased on a dollar-for-dollar basis by an amount equal to all Gap Period Extraordinary Expenditures, if any, and (F) (x) increased, if the Estimated Interim Tax Amount is a positive number, on a dollar-for-dollar basis by an amount equal to the Estimated Interim Tax Amount, and (y) decreased, if the Estimated Interim Tax Amount is a negative number, on a dollar-for-dollar basis by an amount equal to the absolute value of the Estimated Interim Tax Amount.

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

Closing Date Adjustment Amount means the amount of Pre-Closing Company Expenses (if any).

Examples of Closing Date Adjustment Amount in a sentence

• Sellers shall offset any prepayments, which are included in the Adjustment Expenses, against any accrued obligations that remain unpaid, which are also included in the Adjustment Expenses, and the resulting dollar amount shall be referred to herein as the "Estimated Closing Date Adjustment Amount".

• If the Seller disputes the calculation of the Adjustment Amount set forth in the Closing Date Adjustment Amount Schedule, then the Seller shall deliver a written notice (an “ Adjustment Dispute Notice”) to the Buyer at any time during the thirty (30)-day period commencing upon receipt by the Seller of the Closing Date Adjustment Amount Schedule (the “Review Period”).

• If the Closing Date occurs on or before September 15, 2004, the Purchase Price payable hereunder shall be increased by an amount equal to the product of (i) $600,000 and (ii) the number of calendar days between the Closing Date and September 15, 2004 (excluding the Closing Date, but including September 15, 2004), (the "Closing Date Adjustment Amount").

• No later than sixty (60) days following the Closing Date, the Buyer shall, at its expense, (i) cause to be prepared a statement (the “Closing Date Adjustment Amount Schedule”) setting forth in reasonable detail the Buyer’s calculation of the Adjustment Amount (and each component thereof) and (ii) deliver the Closing Date Adjustment Amount Schedule (together with reasonable supporting schedules) to the Seller.

• No later than ninety (90) days following the Closing Date, the Buyer shall, at its expense, (i) cause to be prepared a statement (the “Closing Date Adjustment Amount Schedule”) setting forth in reasonable detail the Buyer’s calculation of the Adjustment Amount (and each component thereof, including any adjustments to the Target Net Working Capital Amount required by Schedule 1.1(d)) and (ii) deliver the Closing Date Adjustment Amount Schedule to the Seller, including reasonable supporting schedules.

More Definitions of Closing Date Adjustment Amount

Closing Date Adjustment Amount means an amount equal to $0, and (A) (x) increased, if the Estimated Net Working Capital is a positive number, on a dollar-for-dollar basis by an amount equal to the Estimated Net Working Capital, or (y) decreased, if the Estimated Net Working Capital is a negative number, on a dollar-for- dollar basis by an amount equal to the absolute value of the Estimated Net Working Capital, and (B) decreased on a dollar-for-dollar basis by an amount equal to the Estimated Indebtedness, and (C) decreased on a dollar-for-dollar basis by an amount equal to the Estimated Transaction Expenses, and (D) increased by the amount of any Incremental Equity Capital, if applicable, and (E) decreased on a dollar-for-dollar basis by an amount equal to all Gap Period Extraordinary Expenditures, if any, and (F) (x) increased, if the Estimated Interim Tax Amount is a positive number, on a dollar-for-dollar basis by an amount equal to the Estimated Interim Tax Amount, and (y) decreased, if the Estimated Interim Tax Amount is a negative number, on a dollar-for-dollar basis by an amount equal to the absolute value of the Estimated Interim Tax Amount.

Closing Date Adjustment Amount has the meaning set forth in the definition of the term “Aggregate Adjustment” in this Appendix A.

Closing Date Adjustment Amount is defined in SECTION 4.3(B)(II).

Closing Date Adjustment Amount is defined in Section 2.15(b).

Closing Date Adjustment Amount means the sum of (i) the aggregate amount of the outstanding principal of, and accrued and unpaid interest on, all (A) indebtedness and obligations of the Company or the Subsidiaries for borrowed money, and (B) indebtedness and obligations of the Company or the Subsidiaries evidenced by bonds, debentures, notes or similar instruments, in each case as of the Closing, (ii) the aggregate amount of deposits and prepayments received by the Company or the Subsidiaries from customers prior to the Closing in respect of formalwear rental obligations to be satisfied after the Closing and any other amounts that, as of the Closing, are reflected as deferred revenue in the books and records of account of the Company and the Subsidiaries (as maintained in the ordinary course of business consistent with past practice), (iii) the sum of the accruals and reserves for sales and payroll Taxes reflected in the AH Financial Statements, as adjusted for such accruals or reserves arising in the ordinary course of business consistent with past practices after the date thereof (net of any payments made prior to the Closing Date in respect of such Taxes, whether as estimated Taxes or otherwise), and (iv) the aggregate amount of cash that has been withheld from Company Employees’ pay for employee 401(k) contributions and employee contributions for group health plan coverage and that has not been paid over to the relevant employee benefit plans prior to the Closing Date.

Closing Date Adjustment Amount is defined in Section 1.5(b).

Closing Date Adjustment Amount as defined in Section 2.6(b).