Adjusted Closing Consideration definition

Adjusted Closing Consideration means the Closing Consideration as adjusted pursuant to Section 4.3.

Adjusted Closing Consideration means the Up-Front Payment, as adjusted pursuant to Section 5.1(b).

Adjusted Closing Consideration means (a) the Enterprise Value, plus (b) Final Closing Cash, minus (c) Final Closing Indebtedness, minus (d) Final Closing Transaction Expenses, minus (e) the positive amount (if any) by which the Net Working Capital Target exceeds Final Closing Net Working Capital, plus (f) the positive amount (if any) by which the Final Closing Net Working Capital exceeds the Net Working Capital Target minus (g) the Expense Fund Amount.

Examples of Adjusted Closing Consideration in a sentence

• To the extent permitted by applicable Law, any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Adjusted Closing Consideration for Tax purposes.

• The Purchase Price Allocation shall be adjusted from time to time to reflect any adjustments to the Adjusted Closing Consideration, as determined for Tax purposes in a manner consistent with this Section 7.12.

• The Parties agree that the Adjustment Escrow Fund shall serve as the sole and exclusive source of recovery for any amounts owed to Purchaser in connection with the final determination of the Aggregate Adjusted Closing Consideration pursuant to this Agreement.

• The parties agree that any indemnification payments made hereunder shall be treated as an adjustment to the Adjusted Closing Consideration for all Tax purposes to the extent permitted by Law.

• If the Adjusted Closing Consideration is less than the Estimated Closing Consideration, then the Seller shall pay, or cause to be paid, to the Buyer an aggregate amount equal to the amount by which the Adjusted Closing Consideration is less than the Estimated Closing Consideration.

More Definitions of Adjusted Closing Consideration

Adjusted Closing Consideration means the Closing Base Consideration, as adjusted by the Closing Adjustment and as further adjusted by the Post-Closing Adjustment.

Adjusted Closing Consideration means (a) the Enterprise Value, plus (b) Final Closing Cash, minus (c) Final Closing Indebtedness, minus

Adjusted Closing Consideration has the meaning set forth in Section 2.3(a).

Adjusted Closing Consideration means the Closing Consideration, minus (1) the amount, if any, by which Estimated Closing Date Adjusted Tangible Net Worth exceeds Closing Date Adjusted Tangible Net Worth, plus (2) the amount, if any, by which Closing Date Adjusted Tangible Net Worth exceeds Estimated Closing Date Adjusted Tangible Net Worth, minus (3) the amount, if any, by which Estimated Closing Date Adjusted SAP Surplus exceeds Closing Date Adjusted SAP Surplus, plus (4) the amount, if any, by which Closing Date Adjusted SAP Surplus exceeds Estimated Closing Date Adjusted SAP Surplus. The amount by which the Adjusted Closing Consideration as finally determined pursuant to this Section 1.7 exceeds or is less than the Closing Consideration in absolute value shall be referred to as the “Post-Closing Adjustment Amount”.

Adjusted Closing Consideration has the meaning set forth in Section 1.7(a).

Adjusted Closing Consideration shall have the meaning set forth in Section 1.12(f).

Adjusted Closing Consideration means the aggregate sum of: (a) the Total Consideration minus (b) any Closing Adjustment made pursuant to Section 2.5. “Affiliate,” as applied to any Person, means any other Person directly or indirectly through one or more intermediaries controlling, controlled by, or under common control with, that Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise.