Final-Closing Adjustment Amount Sample Clauses
Final-Closing Adjustment Amount. (a) No later than ninety (90) days following the Closing Date (the "DELIVERY DATE"), Comcast Subsidiary will deliver to Time Warner Cable (A) its determination of the Closing Net Liabilities Amount for Holdco and based on the foregoing, the Closing Net Liabilities Adjustment Amount, (B) its determination of the Transferred Closing Subscriber Number and the Transferred Base Subscriber Number and (C) appropriate documentation supporting such determinations (the "COMCAST CERTIFICATE") and Time Warner Cable will deliver to Comcast Subsidiary (A) its determination of the Retained Closing Subscriber Number and the Retained Base Subscriber Number and (B) appropriate documentation supporting such determinations (the "TIME WARNER CABLE CERTIFICATE").
(b) If Time Warner Cable disagrees with any item in the Comcast Certificate delivered pursuant to Section 2.5(a)(i), Time Warner Cable may, within one hundred and twenty (120) days after the Delivery Date, deliver a notice to Comcast Subsidiary disagreeing with such item and setting forth Time Warner Cable's calculation of such item, together with appropriate documentation supporting such determination. Any such notice of disagreement shall specify those items or portions thereof as to which Time Warner Cable disagrees, and Time Warner Cable shall be deemed to have agreed with all other items and portions of items contained in the Comcast Certificate delivered to it pursuant to Section 2.5(a)(i). If Comcast Subsidiary disagrees with any item in the Time Warner Cable Certificate delivered pursuant to Section 2.5(a)(ii), Comcast Subsidiary may, within one hundred and twenty (120) days after the Delivery Date, deliver a notice to Time Warner Cable disagreeing with such item and setting forth Time Warner Cable's calculation of such item, together with appropriate documentation supporting such determination. Any such notice of disagreement shall specify those items or portions thereof as to which Comcast Subsidiary disagrees, and Comcast Subsidiary shall be deemed to have agreed with all other items and portions of items contained in the Time Warner Cable Certificate delivered to it pursuant to Section 2.5(a)(ii).
(c) If a notice of disagreement shall be duly delivered pursuant to Section 2.5(b), Time Warner Cable and Comcast Subsidiary shall, during the thirty (30) days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items and amounts. If during such period, Time Warner...
Final-Closing Adjustment Amount. The Post-Closing Statement shall become final and binding upon Purchaser and Seller upon the earliest of (i) the failure by Seller to object thereto within the period permitted under, and otherwise in accordance with the requirements of, Section 1.04(d) (it being understood, for the avoidance of doubt, that Seller and Purchaser shall be deemed to have agreed upon all items and amounts that are not disputed by Seller in the Dispute Notice), (ii) the written agreement between Purchaser and Seller with respect thereto and (iii) the decision by the Independent Accounting Firm with respect to disputes under Section 1.04(f). The Post-Closing Statement, as deemed to be agreed pursuant to clause (i) above, or as adjusted pursuant to the written agreement of Purchaser and Seller or the decision of the Independent Accounting Firm, when final and binding, is referred to herein as the “Final Post-Closing Statement.” The “Final Closing Adjustment Amount” determined using the Final Post-Closing Statement means an amount equal to the Closing Net Working Capital, minus the Target Working Capital, plus the Closing Cash, minus the Closing Debt, minus the Closing Transaction Expenses. 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. Any adjustment to the Estimated Purchase Price provided for in this Section 1.04(g) is referred to as the “Purchase Price Adjustment.”
Final-Closing Adjustment Amount. (i) If the Final Closing Adjustment Amount exceeds the Estimated Closing Adjustment Amount, then the Buyer can notify the Sellers that a portion of the Escrow Amount equal to the amount of such Loss shall be delivered to the Buyer.
(ii) If the Estimated Closing Adjustment Amount exceeds the Final Closing Adjustment Amount, then the Buyer shall pay such excess in cash to the Sellers in accordance with their Pro Rata Portions within five Business Days after the date on which the Final Working Capital is determined.
(iii) For the avoidance of doubt, the references in this Section 2.1(e) to the Final Closing Adjustment Amount being “greater than” or “less than” the Estimated Closing Adjustment Amount shall not take into account the absolute value of such amounts. By way of illustration only, if the Estimated Closing Adjustment Amount is a negative number in the amount of $100,000 and the Final Closing Adjustment Amount is determined to be a negative number in the amount of $200,000, then in such circumstance the Final Closing Adjustment Amount shall be deemed to be less than the Estimated Closing Adjustment Amount and shall give rise to a payment of $100,000 to Buyer pursuant to the provisions of Section 2.1(e)(i).
(iv) The parties agree to take any such actions as may be necessary to cause the Escrow Agent to effectuate the foregoing provisions with respect to releases from the Escrow Amount in accordance with this Section 2.1(c) and the Escrow Agreement.
Final-Closing Adjustment Amount. As soon as practicable (but not more than three (3) Business Days) after the final determination of the Final Closing Adjustment Amount:
(i) If the Final Closing Adjustment Amount is less than the Estimated Closing Adjustment Amount (such difference in absolute terms, the “Excess Payment”), Purchaser and the Sellers’ Representative shall deliver to the Escrow Agent Joint Release Instructions instructing the Escrow Agent to pay, to the extent of the True-Up Escrow Account balance, an amount equal to the Excess Payment out of the True-Up Escrow Account to one or more bank accounts designated by Purchaser. To the extent that after such payment funds remain in the True-Up Escrow Account, Purchaser and Sellers’ Representative shall deliver to the Escrow Agent Joint Release Instructions instructing the Escrow Agent to deposit such remaining balance in the Escrow Account. To the extent that the Excess Payment exceeds the True-Up Escrow Account balance, Purchaser and the Sellers’ Representative shall deliver to the Escrow Agent Joint Release Instructions instructing the Escrow Agent to pay, to the extent of the Escrow Account balance, an amount equal to the amount by which the Excess Payment exceeds the True-Up Escrow Account balance (and, for the avoidance of doubt, Purchaser may not recover any amount from Sellers in excess of the Escrow Account balance); or
(ii) If the Final Closing Adjustment Amount is greater than the Estimated Closing Adjustment Amount (such difference in absolute terms, the “True-Up Shortfall”), then (A) Purchaser shall pay an amount in cash equal to the True-Up Shortfall, but in no event greater than the True-Up Ceiling, to each former holder of shares or units, as applicable, of Convertible Interests and Incentive Units in accordance with the instructions of the Sellers’ Representative (which, for the avoidance of doubt, will be payable pro rata in accordance with the number of Membership Units beneficially owned by such holders immediately prior to the First Effective Time, or such other proportion as is required to cause such payment to be distributed in accordance with Section 7.1 of the LLC Agreement) by wire transfer of immediately available funds to one or more bank accounts designated by the Sellers’ Representative, and (B) Purchaser and Sellers’ Representative shall deliver to the Escrow Agent Joint Release Instructions instructing the Escrow Agent to pay the True-Up Escrow Amount to each former holder of shares or units, as appli...
Final-Closing Adjustment Amount. (i) If the Final Closing Adjustment Amount exceeds than the Estimated Closing Adjustment Amount, then the Buyer can treat the amount of such excess as a Loss and require the Equityholders to pay the Buyer the amount of such Loss pursuant to Article X; or
(ii) If the Estimated Closing Adjustment Amount exceeds the Final Closing Adjustment Amount, then the Buyer shall pay such excess in cash to the Equityholders in accordance with their Pro Rata Portions within five Business Days after the date on which the Final Working Capital is determined.
(iii) The provisions of Section 3.2(f)(iv) shall apply to this Section 3.4(d), mutatis mutandis.