Final Adjustment Clause Samples

Final Adjustment. Section 2.2.4 Financial Statements.............................................Section 4.6 First Person...............................................Section 4.17.5(c) Form S-1.......................................................Section 4.3.3 Form S-4.......................................................Section 4.3.3 Founding Companies..............................................

Final Adjustment. On or before the date which is ninety (90) ---------------- days after the Closing Date, Seller shall deliver to Buyer a final calculation of the adjustments calculated as of the Closing Date (the "Final Adjustment"), together with such supporting documentation as Buyer may reasonably request, which shall evidence in reasonable detail the nature and extent of each adjustment. For the purposes of the Final Adjustment, Tentative Subscribers who have paid a full monthly ▇▇▇▇ generated in the ordinary course of business within 30 days following Closing will be included in the final calculation of Equivalent Basic Subscribers. Seller shall cooperate with Buyer and provide reasonable access to the necessary personnel and records of Seller and deliver to Buyer copies of such records as Buyer may reasonably request, to review the Final Adjustment. Should Buyer dispute Seller's Final Adjustment, Buyer shall promptly, but in no event later than 30 days after receipt of the Final Adjustment, deliver to Seller written notice describing in reasonable detail the dispute, together with Buyer's determination as to the Final Adjustment in reasonable detail. If the dispute is not resolved by the parties within 30 days from the date of receipt by Seller of written notice from Buyer, the parties agree to engage Ernst & Young or another "big six" accounting firm mutually acceptable to Seller and Buyer (the "Independent Accountant") to resolve the dispute within 30 days after such engagement. The Independent Accountant's determination shall be final and binding on the parties. Buyer or Seller, as the case may be, shall make (or, to the extent held in escrow, Buyer and Seller shall instruct the Escrow Agent to make) appropriate payment to the other of the difference between the Final Adjustment amount and the adjustment amount paid at Closing pursuant to the Initial Adjustment Certificate within three business days following (a) the agreement of the parties as to the Final Adjustment, (b) the resolution of any dispute by the parties; or (c) the receipt of the Independent Accountant's final determination, as the case may be. All fees and costs of the Independent Accountant shall be borne by the non-prevailing party as determined by the Independent Accountant; provided, however, that if the Independent Accountant does not make such a determination, the costs and expenses of the Independent Accountant shall be borne equally by the Seller and the Buyer.

Final Adjustment. As soon as practicable, the Company will prepare and deliver to Centerprise a final calculation of Net Working Capital revised to reflect all collections of AR up to the date 180 days from the Closing Date. Centerprise will review such calculation and any records, work papers and other documents related thereto. Within 10 days of receipt of such calculation, Centerprise will deliver to the Member Representative a written report indicating the amount and nature of any adjustment to the Basic Purchase Consideration determined in accordance with Section 2.2.1 (the "Final Adjustment").

Final Adjustment. Following the time that the amounts of the Closing Date Cash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness and the Closing Date Adjusted Working Capital are finally determined pursuant to this Section 2.04 (such finally determined amounts, respectively, the “Final Closing Date Cash”, the “Final Unpaid Company Transaction Expenses”, the “Final Closing Date Indebtedness”, the “Final Paid CapEx Amount” and the “Final Closing Date Adjusted Working Capital”), the Purchase Price shall (for the purposes of this Section 2.04(d)) be recalculated using the amounts of the Final Closing Date Cash, the Final Unpaid Company Transaction Expenses, the Final Closing Date Indebtedness, the Final Paid CapEx Amount and the Final Closing Date Adjusted Working Capital in lieu of the Estimated Closing Date Cash, the Estimated Unpaid Company Transaction Expenses, the Estimated Closing Date Indebtedness, the Paid CapEx Amount and the Estimated Closing Date Adjusted Working Capital and: (i) if (A) the result of the Purchase Price as so recalculated is greater than (B) the Estimated Purchase Price paid to Seller at Closing pursuant to Section 2.03(c)(ii) (such excess of (A) over (B), the “Surplus”), then Purchaser shall, within five (5) Business Days after the Final Closing Date Cash, the Final Unpaid Company Transaction Expenses, the Final Closing Date Indebtedness, the Final Paid CapEx Amount and the Final Closing Date Adjusted Working Capital are finally determined pursuant to this Section 2.04, (I) pay to Seller an amount equal to the Surplus and (II) cause the Escrow Agent to release all amounts in the Adjustment Escrow Account to Seller, in each case by wire transfer of immediately available funds to an account designated in writing by Seller; or (ii) if (A) the result of the Purchase Price as so recalculated is less than (B) the Estimated Purchase Price paid to Seller at Closing pursuant to Section 2.03(c)(ii) (such deficit of (A) relative to (B), the “Deficit”), then Seller shall, within five (5) Business Days after the Final Closing Date Cash, the Final Unpaid Company Transaction Expenses, the Final Closing Date Indebtedness, the Final Paid CapEx Amount and the Final Closing Date Adjusted Working Capital are finally determined pursuant to this Section 2.04, (I) cause the Escrow Agent to pay to Purchaser an amount equal to the Deficit, by wire transfer of immediately available funds from the Adjustment Escrow Account to an account designated in writ...

Final Adjustment. If, in Quarter twenty-one (21) of this Agreement, the Quarterly DRAM Revenue Ratio for the Second Preceding Quarter is [***], then Samsung shall pay Rambus a final, adjustment payment (“Final Adjustment Payment”) based on the following calculation, provided that, in no event shall the Final Adjustment Payment exceed [***]. [***]

Final Adjustment. The Working Capital Adjustment Amount, as finally determined pursuant to this Section 2.16 (whether by failure of Spinco to deliver a Notice of Objection, by agreement of Pluto and Spinco or by determination of the Unaffiliated Accounting Firm), is referred to herein as the “Final Working Capital Adjustment Amount”. The Spinco Cash Balance, as finally determined pursuant to this Section 2.16 (whether by failure of Spinco to deliver a Notice of Objection, by agreement of Pluto and Spinco or by determination of the Unaffiliated Accounting Firm), is referred to herein as the “Final Spinco Cash Balance”.

Final Adjustment. If the Final Closing Net Asset Value is greater than $6,046,000 (the "Target Net Asset Value"), Buyer shall pay to Seller the absolute difference between such two amounts, and the Escrow Agent shall pay to Seller the Escrowed Amount. If the Final Closing Net Asset Value is equal to the Target Net Asset Value, the Escrow Agent shall pay to Seller the Escrowed Amount. If the Final Closing Net Assert Value is less than the Target Net Asset Value and the difference is less than the Escrowed Amount, the absolute difference between the Target Net Asset Value and the Final Closing Net Asset Value shall be paid to Buyer by the Escrow Agent from the Escrowed Amount and the remaining Escrowed Amount shall be paid by the Escrow Agent to Seller. If the Target Net Asset Value exceeds the Final Closing Net Asset Value by $400,000 or more, the Escrow Agent shall pay to Buyer the Escrowed Amount and, in addition, Seller shall pay to Buyer the amount by which the difference between the Target Net Asset Value and the Final Closing Net Asset Value is in excess of such Escrowed Amount paid to Buyer. The Purchase Price as adjusted pursuant to this Section 2.4 is referred to herein as the "Final Purchase Price." Any payment pursuant to this Section 2.4.4 shall be made by Buyer, Seller or the Escrow Agent, as the case may be, within five (5) business days following the final determination of the Final Closing Net Asset Value in accordance with this Section 2.4 by bank wire transfer of immediately available funds to an account designated in writing by Buyer or Seller, as the case may be, at least one (1) day prior to such payment date.

Final Adjustment. Seller and Buyer shall endeavor in good faith to agree upon the actual Adjustment Amounts within 90 days after the Closing (the "Final Adjustment"). Seller or Buyer, as appropriate, shall pay to the other party within 10 business days after the Final Adjustment, the amount by which the parties agree that the actual Adjustment Amounts differ from the Adjustment Amounts as estimated in the Initial Adjustment Certificate. Any amounts in dispute at the end of such 90 day period will be determined within 120 days after the Closing Date by Arth▇▇ ▇▇▇e▇▇▇▇ & ▇o., whose determination will be conclusive. Buyer and Seller will each be responsible for one-half of the fees and expenses payable to such firm in connection with such determination. Any appropriate payment required after determination of all disputed amounts will be made by the responsible party within 10 business days after the final determination.

Final Adjustment. Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Closing Balance Sheet") indicating the prorations as set forth above. Within ten (10) days of receipt of the Final Closing Balance Sheet, Seller shall either accept the prorations set forth in the Final Closing Balance Sheet or give Buyer a notice disputing such prorations ("Notice of Disagreement"). If Seller fails either to accept the prorations set forth in the Final Closing Balance Sheet or to give Buyer a Notice of Disagreement within ten (10) days of receipt of the Final Closing Balance Sheet, then Seller shall be deemed to have accepted such prorations. The Notice of Disagreement shall state the amount that Seller believes is due to Seller ("Seller's Amount"), and Buyer shall have ten (10) days to accept or reject Seller's Amount. If Buyer rejects Seller's Amount, the dispute shall be submitted to Accountant for resolution as provided above in Section 3(a), which resolution shall be final and binding on the parties. The fees of the Accountant shall be paid as provided in Section 3(a). All amounts owed pursuant to this Section 3 shall be paid within ten (10) days of resolution of the