Final Amounts. The Spinco Closing Net Working Capital, the Spinco Closing Cash Amount, the Spinco Closing Indebtedness Amount and the Spinco Adjustment Amount that are final and binding on the Parties, as determined through agreement of the Parties or through the action of the Independent Accounting Firm pursuant to this Section 2.6 are referred to in this Agreement, respectively, as the “Spinco Final Closing Net Working Capital,” the “Spinco Final Closing Cash Amount,” the “Spinco Final Closing Indebtedness Amount” and the “Spinco Final Adjustment Amount”.
Final Amounts. The final Effective Date Working Capital, Effective Date Cash, Effective Date Financial Debt and the final Purchase Price (as adjusted pursuant to Section 2.1) shall be the relevant amounts (i) as shown in the Effective Date Certificate delivered pursuant to Section 3.1, to the extent that no notice of disagreement with respect thereto is duly delivered pursuant to Section 3.3 (c); or (ii) if such a notice of disagreement is delivered, either as agreed by the Parties or, in the absence of such agreement, as shown in the Accounting Firm’s calculation delivered pursuant to Section 3.4 (d).
Final Amounts. The Merger Partner Closing Net Working Capital, the Merger Partner Closing Cash Amount, the Merger Partner Closing Indebtedness Amount, the Merger Partner Transaction Expenses, the Merger Partner Dividend Amount and the Merger Partner Dividend Amount Per Share that are final and binding on the Parties, as determined through agreement of the Parties or through the action of the Independent Accounting Firm pursuant to this Section 2.5 are referred to in this Agreement, respectively, as the “Merger Partner Final Closing Net Working Capital,” the “Merger Partner Final Closing Cash Amount,” the “Merger Partner Final Closing Indebtedness Amount,” the “Merger Partner Final Transaction Expenses,” the “Merger Partner Final Dividend Amount” and the “Merger Partner Final Dividend Amount Per Share”.
Final Amounts. The amount owed to the Sellers under the Seller-Financing will be adjusted according to the Adjustment Amount determined in accordance with this Section 3 and in accordance with any Indemnification Claims pursuant to Section 8 and the loan amortization table shall be updated accordingly, with full amortization of the remaining balance of the Seller-Financing after adjustment for the Adjustment Amount scheduled for the number of periods remaining in the 10 (ten) year loan period. If the Adjustment Amount will show a negative aggregate amount the Remaining Shareholder’s Loan shall be reduced accordingly in the Closing Date Financial Statements and Seller 2 shall waive and cancel in writing her existing shareholder’s loan by the same amount.
Final Amounts. The Spinco Closing Net Working Capital, the Spinco Closing Cash Amount, the Spinco Closing Indebtedness Amount and the Spinco Adjustment Amount and, based thereon, the Purchase Price, that are final and binding on the Parties, as determined through agreement of the Parties or through the action of the Independent Accounting
Final Amounts. (i) As used herein, the term “Final Closing Date Net Working Capital” means, (A) if the Seller does not notify the Purchaser of any such dispute during the Review Period, or notifies the Purchaser of its agreement with the adjustments in the Closing Statement prior to the expiration of the Review Period, then the Closing Date Net Working Capital as set forth in the Closing Statement or (B) if the Seller delivers a Notice of Disagreement relating to the Purchaser’s calculation of the Closing Date Net Working Capital as reflected in the Closing Statement prior to the expiration of the Review Period, then the Closing Date Net Working Capital is (1) as agreed to in writing by the Purchaser and the Seller pursuant to Section 2.6(c)(i) or (2) in the absence of such agreement, as determined by the Arbitrator pursuant to Section 2.6(c)(ii).
Final Amounts. For the purpose of the calculation of the Purchase Price, the Inter-Group Net-Debt Amount, and the ES Loan Receivable Purchase Price, the (final) Cash, Financial Debt, the Working Capital, and the ES Loan Receivable shall be the relevant amounts as shown in the Effective Date Certificate, delivered by Seller pursuant to Section 6.1, if and to the extent no notice of disagreement with respect thereto is duly and within the relevant time period delivered pursuant to Section 6.3 or, if and to the extent such a notice of disagreement is delivered, either as agreed by Purchaser and Seller or, in the absence of such agreement or for any disputed items or amounts not covered by any agreement, as shown in the binding Accounting Firm’s calculation delivered pursuant to Section 6.4. 31 SECTION 7. SELLER’S AND NEW PACKAGING’S REPRESENTATIONS Seller hereby represents and warrants to Purchaser in the form of an independent undertaking (section 311 para. 1 BGB) that, except as set forth in the disclosure schedule attached hereto as Schedule 7 with sections corresponding to the sections of this Agreement (the “Disclosure Schedule”), the statements in this Section 7, except for those statements in this Section 7 which relate to New Packaging, are true and complete as of the date hereof and will be true and complete as of the Closing Date, and New Packaging hereby represents and warrants to Purchaser in the form of an independent undertaking (section 311 para. 1 BGB) that, except as set forth in the Disclosure Schedule, the statements in Sections 7.1, 7.3 7.4, 7.8 and 7.10, in each case only if and to the extent such statements relate to New Packaging, are true and complete as of the date hereof and will be true and complete as of the Closing Date, provided in each case, however, that representations which are expressly made as of a specific date shall be true and complete only as of such date. The scope and content of each representation of Seller and, as applicable, New Packaging contained in this Section 7, as well as Seller’s and/or New Packaging’s liability arising thereunder, shall be exclusively defined by the provisions of this Agreement (in particular the limitations on Purchaser’s rights and remedies set forth in Section 9 below), which shall be an integral part of the representations of Seller and New Packaging, and no representation of Seller or New Packaging shall be construed as either a Seller’s or New Packaging’s guarantee (Garantie für die Beschaffenheit d...
Final Amounts. For access to the Premises and all items of products or services for which the basis of payment is "TRW Cost", Multilink shall pay TRW the TRW Telecommunications unit's actual direct and indirect cost for such items in accordance with TRW's usual accounting practices.
Final Amounts. (a) The Draft Closing Certificate, incorporating the resolution of matters in dispute (if any) pursuant to ARTICLE 3.4 above, or, in the alternative, the Draft Closing Certificate as not objected to by Seller, is referred to as the "FINAL CLOSING CERTIFICATE". The Final Closing Certificate shall have the legal effect of an arbitral award and shall be final, binding, and conclusive on the Parties.
(b) Subject to the other provisions of this ARTICLE 3.5:
(i) if the Cash reflected on the Final Closing Certificate (the "FINAL CASH") is greater than the Estimated Cash, then Purchaser shall be obligated to make a payment to Seller in an amount equal to such excess; and
(ii) if the Final Cash is less than the Estimated Cash, then Seller shall be obligated to make a payment to Purchaser in an amount equal to such shortfall.
(c) Subject to the other provisions of this ARTICLE 3.5:
(i) if the Financial Debt reflected on the Final Closing Certificate (the "FINAL FINANCIAL DEBT") is greater than the Estimated Financial Debt, then Seller shall be obligated to make a payment to Purchaser in an amount equal to such excess; and
(ii) if the Final Financial Debt is less than the Estimated Financial Debt, then Purchaser shall be obligated to make a payment to Seller in an amount equal to such shortfall.
(d) Subject to the other provisions of this ARTICLE 3.5:
(i) if the Capital Lease Obligations reflected on the Final Closing Certificate (the "FINAL CAPITAL LEASE OBLIGATIONS") is greater than the Estimated Capital Lease Obligations, then Seller shall be obligated to make a payment to Purchaser in an amount equal to such excess; and
(ii) if the Final Capital Lease Obligations is less than the Estimated Capital Lease Obligations, then Purchaser shall be obligated to make a payment to Seller in an amount equal to such shortfall.
(e) All payments, if any, made pursuant to ARTICLE 3.5(B) through (D) shall be deemed to be further adjustments to the Estimated Purchase Price, and the Estimated Purchase Price as so adjusted shall be the "FINAL PURCHASE PRICE".
(f) The difference, if any, between the Estimated Purchase Price and the Final Purchase Price, together with interest thereon from and after the Closing Date up to and including the date of payment at a rate of 6 % (six per cent) PER ANNUM, shall be paid by Purchaser to Seller (if the Final Purchase Price is greater than the Estimated Purchase Price) or by Seller to Purchaser (if the Estimated Purchase Price is greater than the...
Final Amounts. If the Adjustment Amount determined in accordance with this Clause 3 is higher or lower than the amount paid on the Closing Date pursuant to Clause 2.2 lit. b), the respective Party shall pay any difference to the other Party within ten (10) Business Days after the Adjustment Amount has finally been determined. Any payments to be made under this Clause 3.5 shall be made in Euros by irrevocable wire transfer of immediately available funds to the bank account of the receiving party as noticed in writing to the paying party. Any payment shall be deemed to have been made upon receipt in the receiving party’s bank account of the relevant amount in accordance with this Agreement.
