Final Adjustment Amount. As used herein, “Final Adjustment Amount” means (i) if the Transferors fail to deliver an Objections Statement in accordance with Section 2.7(c), the Adjustment Amount as set forth in the Closing Statement, or (ii) if the Adjustment Amount set forth in the Closing Statement is resolved by resolution of Parent and the Transferors or by submission of any remaining Disputes to the Accounting Firm, as contemplated by Section 2.7(c), the Adjustment Amount as so resolved. If the Final Adjustment Amount exceeds the Adjustment Amount set forth in the Pre-Closing Statement, then the Consideration payable by Parent to the Transferors shall be reduced by an amount equal to the difference (the “Difference”) between the Final Adjustment Amount and the Adjustment Amount; if the Final Adjustment Amount is less than the Adjustment Amount set forth in the Pre-Closing Statement, then the Consideration payable by Parent to the Transferors shall be increased by an amount equal to the Difference. Any downward or upward adjustment to the Consideration under this Section 2.7(e) shall be effected as follows: the Transferor Parties or Parent, as applicable, shall promptly, but in no event later than five (5) Business Days following determination of the Final Adjustment Amount in accordance with this Section 2.7, pay to Parent or the Transferor Parties, as applicable, an amount in cash equal to the Difference.
Final Adjustment Amount. As used herein, “Employee Liabilities Final Adjustment Amount” means (i) if the Transferors fail to deliver an Employee Liabilities Objections Statement in accordance with Section 2.8(c), the Employee Liabilities as set forth in the Closing Employee Liabilities Statement, or (ii) if the Employee Liabilities set forth in the Employee Liabilities Closing Statement is resolved by resolution of Parent and the Transferors or by submission of any remaining Employee Liabilities Disputes to the Accounting Firm, as contemplated by Section 2.8(c), the Employee Liabilities Adjustment Amount as so resolved. If the Employee Liabilities Final Adjustment Amount exceeds the Employee Liabilities set forth in the Pre-Closing Employee Liabilities Statement, then the Consideration payable by Parent to the Transferors shall be reduced by an amount equal to the difference (the “Employee Liabilities Difference”) between the Employee Liabilities Final Adjustment Amount and the Employee Liabilities set forth in the Pre-Closing Employee Liabilities Statement. Any downward adjustment to the Consideration under this Section 2.8(e) shall be effected as follows: The Transferor Parties shall promptly, but in no event later than five (5) Business Days following determination of the Employee Liabilities Final Adjustment Amount in accordance with this Section 2.8, pay to Parent an amount in cash equal to the Employee Liabilities Difference.
Final Adjustment Amount. The “Final Adjustment Amount” shall be the difference, if any, between the Conclusive Merger Consideration and the Estimated Merger Consideration. The Final Adjustment Amount (if any) shall be (i) the “Additional Merger Consideration” if the Conclusive Merger Consideration is more than the Estimated Merger Consideration or (ii) the “Excess Amount” if the Conclusive Merger Consideration is less than the Estimated Merger Consideration; provided, however, that in no event shall the Excess Amount be greater than an amount equal to the sum of the Purchase Price Adjustment Escrow Amount and the amount, if any, remaining in the Indemnification Escrow Account as of the date of any payment pursuant to Section 2.11(i).
Final Adjustment Amount. (a) Within 45 days after each Closing Date, Seller shall prepare and deliver to Buyer a statement (each, a “Final Statement”), setting forth Seller’s good faith determination of the actual adjustment to the applicable System Cash Payment (each, a “Final Adjustment Amount”). The Final Adjustment Amount in respect of each System Cash Payment shall be calculated in a manner consistent with the Pro Forma Working Capital Statement as set forth on Schedule 5.5(ii). Each of Seller and Buyer shall provide the other Party with access during normal business hours to any books, records, working papers or other information in its possession after each Closing Time reasonably necessary or useful in the preparation of the Final Statement and the calculation of the Final Adjustment Amount for the applicable System Cash Payment. Each Final Statement shall become final and binding upon all Parties hereto on the 16th day following delivery thereof (without counting such day of delivery) to Buyer unless Buyer gives written notice of a good faith disagreement with such Final Statement (a “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and relate solely to the review of the applicable Final Statement and the calculation of the applicable Final Adjustment Amount.
Final Adjustment Amount. (a) Within 90 days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Final Statement”) setting forth Buyer’s good faith determination of the actual adjustment to the Cash Payment (the “Final Adjustment Amount”) resulting from the adjustments provided for in Section 4.3. With respect to any working capital adjustments, the Final Adjustment Amount in respect of the Cash Payment shall be calculated in a manner consistent with the Pro Forma Working Capital Statement as set forth on Schedule 5.5. With respect to any subscriber adjustment to be made in accordance with Section 4.3(a), Buyer shall be entitled to reduce the Actual Subscriber Number as of the Closing Date by the number of Promotional Subscribers who (x) were included in the Actual Subscriber Number in the Estimate Statement and (y) did not pay for the first two months of service after the Closing Date at the System’s standard monthly rates. In the first sixty (60) days after the Closing, Buyer agrees not to cancel or adversely modify any rate plan that covers the Promotional Subscribers or take any action, or omit to take any action, that is the principal cause of the Promotional Subscribers terminating their service in the first sixty (60) days after the Closing (excluding any actions taken or omitted with respect to customers of the Business as a whole that do not have a disproportionate negative impact on the Promotional Subscribers), and if Buyer does make such modification or takes or omits to take such action then such affected Promotional Subscribers shall be included in the Actual Subscriber Number for purposes of the Final Adjustment Amount. Each of Seller and Buyer shall provide the other Party with access during normal business hours and upon reasonable notice to any books, records, working papers or other information in its possession after the Closing Date reasonably necessary or useful in the preparation of the Final Statement and the calculation of the Final Adjustment Amount for the Cash Payment. The Final Statement shall become final and binding upon all Parties hereto on the 16th day following delivery thereof (without counting such day of delivery) to Seller unless Seller gives written notice of a good faith disagreement with the Final Statement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and relate solely to the review of the Fin...
Final Adjustment Amount. (a) As promptly as practicable, but in any event within 60 days after the Closing Date, Parent will prepare and deliver to the Representative (i) a statement (the “Transaction Expense Statement”) indicating the total amount of Company Transaction Costs incurred by the Company and unpaid as of the Closing, (ii) the balance sheet of the Company at and as of 11:59 p.m. (Pacific Time) on the date immediately prior to the Closing Date (the “Final Balance Sheet”), (iii) a calculation of the extent to which the Company’s Net Working Capital at Closing was less than $3,200,000, and (iv) a calculation of the amount (the “Adjustment Amount”) equal to the sum of all unpaid Specified Debt on the Closing Date, plus all Company Transaction Costs incurred by the Company and unpaid as of the Closing, plus an amount equal to the extent to which the Company’s Net Working Capital at Closing was less $3,200,000. The Final Balance Sheet will be prepared in accordance with this Agreement, GAAP consistently applied in accordance with the Company’s past practice, as if the parties had not consummated the Merger; provided, however, that the assets, liabilities, gains, losses, revenues and expenses for this interim period shall be determined, for the purposes of the Final Balance Sheet, through full application of the procedures used in preparing the Most Recent Balance Sheet, a sample of which is set forth in Schedule 2.13(b). Following the delivery of the Transaction Expense Statement, Final Balance Sheet and calculation of the Adjustment Amount and the Final Adjustment Amount to the Representative, Representative and its representatives, including Representative’s independent accountants, will be entitled to review the Final Balance Sheet and related supporting schedules, analyses and work papers, including the underlying records or documentation of the Parent and its representatives, including its independent accountants. Parent and the Surviving Corporation shall cooperate with the Representative and its representatives in such examination, including providing answers to questions asked by the Representative and its representatives, and Parent and the Surviving Corporation shall make available to the Representative and its representatives any records under the reasonable control of Parent or its representatives, including its independent accountants, that are reasonably requested by the Representative and its representatives.
Final Adjustment Amount. Without duplication, all amounts calculated pursuant to Section 1.05(b) shall be aggregated, and the net amount (if any) by which the Estimated Purchase Price is increased, on the one hand, or decreased, on the other hand, is referred to as the “Final Adjustment Amount.” If the net effect pursuant to this Section 1.05(c) is an increase in the Estimated Purchase Price, then Buyer shall make a cash payment in an amount equal to the Final Adjustment Amount to the Paying Agent with each Seller and SAR Holder being entitled to its Pro Rata Portion (it being understood that Buyer bears no responsibility whatsoever for determining Pro Rata Portion). If the net effect pursuant to this Section 1.05(c) is a decrease in the Estimated Purchase Price, then Seller Representative first, but solely up to any then available amount of Seller Representative Holdback Amount, and then, but solely for any residual amount, each Seller and SAR Holder severally (and not jointly and severally) shall deliver to Buyer an amount in cash equal its Pro Rata Portion of any residual Final Adjustment Amount. The Final Adjustment Amount shall be calculated as an adjustment to the Estimated Purchase Price and the Estimated Purchase Price, as so adjusted, is referred to herein as the “Final Purchase Price.” Payment of the Final Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by the recipient party within five (5) Business Days after the date of final determination pursuant to Section 1.05(a).
Final Adjustment Amount. (a) As promptly as practicable after the Closing Date (but in no event later than 75 days after the Closing Date), Acquirer shall prepare and deliver to Contributor a balance sheet of the Midstream Business as of 11:59 p.m. on the date immediately prior to the Closing Date, together with a written report of Xxxxx Xxxxxxxx LLP stating that such firm has examined such balance sheet and that such balance sheet has been prepared in accordance with this Agreement and in a manner consistent with, and using the same principles, policies and methods and practices used in, the preparation of the Financial Statements, except that it shall give effect to the Pre-Closing Transfer (the “Final Balance Sheet”), which shall set forth the components of Working Capital to enable Contributor and Acquirer to calculate the amount of Working Capital (“Closing Working Capital”) and the amount of Working Capital Surplus or Working Capital Deficiency, in each case, as of such time and date (“
Final Adjustment Amount. (1) If the Post-Closing Adjustments Amount is a negative number, then within ten (10) Business Days following determination of the Post-Closing Adjustments Amount in accordance with this Section 1.2(c), each Seller shall pay to Purchaser such Seller’s Pro Rata Portion of the Post-Closing Adjustments Amount in cash by wire transfer of immediately available funds.
Final Adjustment Amount. Within two business days of the date the Adjustment Amount is determined, the principal amount of the Promissory Note shall be adjusted to reflect any net increase or decrease of the principal amount of the Promissory Note resulting from (A) adding or subtracting, as appropriate, the Adjustment Amount, and (B) subtracting the amount, if any, of Sellers’ Dispute Fees. The aggregate net amount of the adjustment determined in accordance with this Section 1.10(c) is the “Final Adjustment Amount”. The amount payable to each Seller who is a payee under the Promissory Note shall be determined by multiplying the Note Participation of such Seller set forth on Exhibit B by the amount of the Promissory Note as adjusted by the Final Adjustment Amount. No interest shall accrue and be payable on any portion of the Promissory Note adjusted for any decrease in such principal amount as a result of any adjustment pursuant to this Section 1.10(c).
