Adjusted Closing Payment definition

Adjusted Closing Payment is defined in Section 1.5(a).

Adjusted Closing Payment as defined in Section 3.2(e)(i).

Adjusted Closing Payment has the meaning provided such term in Section 2.5.

Examples of Adjusted Closing Payment in a sentence

• The Resolution Accountants shall, acting as an expert and not as an arbitrator, determine, on the basis of the standards expressly set forth in this Agreement and the Transaction Accounting Principles, which Party’s Settlement Offer most accurately reflects the Resolution Accountants determination of the PP Components calculated in accordance with the Transaction Accounting Principles and the Adjusted Closing Payment contemplated hereby.

• As promptly as practicable, and in any event, within one hundred twenty (120) days after the Closing Date, Buyer will deliver to Shareholder the Closing Statement, together with supporting documentation reasonably sufficient to confirm and support Buyer’s calculation of the PP Components and the Adjusted Closing Payment.

• If Shareholder disagrees with Buyer’s calculation of the Adjusted Closing Payment, Shareholder must deliver to Buyer, within forty-five (45) days after the date Buyer delivered the Closing Statement and supporting documentation to Shareholder as required by Section 1.4(a), a written description of such disagreement (a “Notice of Disagreement”).

• The Closing will be deemed effective as of 3:05 a.m. Eastern time (the “Closing Time”) on the Closing Date for all other purposes, including determining the Estimated Closing Payment and Adjusted Closing Payment.

• If Shareholder fails to provide a Notice of Disagreement within such forty-five (45)-day period, the Closing Statement (including Buyer’s calculation of the Adjusted Closing Payment) shall be deemed final and binding upon the Parties, absent fraud or manifest error.

More Definitions of Adjusted Closing Payment

Adjusted Closing Payment means cash in an amount equal to (i) the Closing Payment less (ii) the Transaction Cost Amount (to the extent unpaid as of the Closing) less (iii) the Working Capital Shortfall, if any, less (iii) the Company Debt Excess, if any, less (iv) the Closing Date Cash Shortfall, if any, plus (v) the Working Capital Excess, if any, plus (vi) the Company Debt Shortfall, if any, plus (vii) the Closing Date Cash Excess, if any.

Adjusted Closing Payment has the meaning ascribed to it in paragraph 4.1(2);

Adjusted Closing Payment means an amount equal to (a) the Base Amount, plus (b) Final Cash, minus (c) Final Indebtedness, minus (d) Final Transaction Expenses, plus (e) the excess, if any, of the amount of Final Net Working Capital over the amount of the Net Working Capital Target, minus (f) the excess, if any, of the amount of the Net Working Capital Target over the amount of the Final Net Working Capital, minus (g) the Working Capital Escrow Amount, and plus (h) the PRF Qualified Expenditures Amount (not to exceed $700,000).

Adjusted Closing Payment means the Closing Payment as adjusted pursuant to Section 1.4.

Adjusted Closing Payment shall be an amount equal to the sum of (a) $412,500,000 plus the amount (if any) by which the Closing Shareholder’s Equity exceeds $302.4 million and minus the amount (if any) by which the Closing Shareholder’s Equity is less than $302.4 million.

Adjusted Closing Payment has the meaning set forth in Section 2.9(c).

Adjusted Closing Payment means an amount equal to (a) the Base Amount; plus (b) if the Final Working Capital is greater than the Target Working Capital, an amount equal to the Final Working Capital minus the Target Working Capital; minus (c) if the Final Working Capital is less than the Target Working Capital, an amount equal to the Target Working Capital minus the Final Working Capital; minus