Closing Adjustment Items definition

Closing Adjustment Items means, without duplication, (a) the Company Transaction Expenses, (b) the Employee Amount, (c) if the Closing Cash exceeds the amount of the Closing Indebtedness, a negative number (which, for the avoidance of doubt, shall reduce the Estimated Closing Adjustment and the Final Closing Adjustment) equal to the amount by which the Closing Cash exceeds the amount of the Closing Indebtedness, (d) if the amount of the Closing Indebtedness exceeds the Closing Cash, the amount by which the Closing Indebtedness exceeds the Closing Cash, (e) if Closing Net Working Capital is less than the Working Capital Target, the amount of such shortfall, and (f) if the Closing Net Working Capital exceeds the Working Capital Target, a negative number (which, for the avoidance of doubt, shall reduce the Estimated Closing Adjustment and the Final Closing Adjustment) equal to such excess.
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Closing Adjustment Items means an amount equal to (i) the Unpaid Company Indebtedness, plus (ii) the Unpaid Excess Transaction Expenses, plus (iii) if Closing Net Working Capital is less than the Target Working Capital, the amount of such shortfall, minus (iv) if the Closing Net Working Capital exceeds the Target Working Capital, the amount of such excess, plus, (v) unpaid Employee Payments, plus (vi) any unpaid Contingent Xxxxxx Consideration Obligations, minus (vii) the Closing Cash.
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Closing Adjustment Items means (a) the Unpaid Company Transaction Expenses, plus (b) the Employee Amount, plus (c) any Indebtedness outstanding at the Closing, minus (d) if Closing Net Working Capital positive, the amount of such Closing Net Working Capital, and plus (e) if the Closing Net Working Capital is negative, the amount of such Closing Net Working Capital.
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Examples of Closing Adjustment Items in a sentence

  • The Closing Adjustment Statement delivered pursuant to this Section 2.6(b) shall be accompanied by a statement setting forth the amount, if any, by which the total of the Closing Adjustment Items is greater than, or less than, the Estimated Closing Adjustment.

  • Notably, our analysis reveals that empirical evidence is disproportionately distributed, mainly consisting predominately of self-reported or publicly available data, and characteristically lacking a strong theoretical or policy foundation.

  • The Closing Adjustment Statement delivered pursuant to paragraph (b) above shall be accompanied by (i) all relevant backup materials, in detail reasonably acceptable to the Representative, and (ii) a statement setting forth the amount, if any, by which the total of the Closing Adjustment Items is greater than, or less than, the Estimated Closing Adjustment.

  • All determinations and calculations pursuant to this paragraph (d) shall consider only those Closing Adjustment Items as to which the Representative has disagreed, shall be in writing and shall be delivered to the Buyer and the Representative as promptly as practicable.

  • In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as arbitrator.


More Definitions of Closing Adjustment Items

Closing Adjustment Items means (a) the Company Transaction Expenses, and (b) any Individual Contractor Amounts and (c) if Closing Net Working Capital is less than the Working Capital Target, the amount of such shortfall.
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Closing Adjustment Items means (i) the Closing Working Capital, (ii) the Closing Cash Balance, (iii) the Closing Third Party Expenses, (iv) the Closing Company Indebtedness, and (v) the Closing Backlog Adjustment.
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Closing Adjustment Items means (a) the Company Transaction Expenses, (b) the Employee Amount and (c) any Indebtedness outstanding at the Closing.
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Closing Adjustment Items shall have the meaning set forth in Section 2.6(d) (Purchase Price Adjustment).
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Closing Adjustment Items means (a) the Company Transaction Expenses, (b) the Employee Amount, (c) if the Closing Cash exceeds the amount of the Closing Indebtedness, a negative number equal to the amount by which the Closing Cash exceeds the amount of the Closing Indebtedness, (d) if the amount of the Closing Indebtedness exceeds the Closing Cash, the amount by which the Closing Indebtedness exceeds the Closing Cash, (e) if the Closing Net Working Capital is less than the Working Capital Target, the amount of such shortfall, and (f) if the Closing Net Working Capital exceeds the Working Capital Target, a negative number equal to such excess.
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Closing Adjustment Items means an amount in cash equal to the sum of, without duplication, (a) the Company Transaction Expenses, plus (b) the Employee Amount, plus (c) if the Closing Cash exceeds the amount of the Closing Indebtedness, a negative number (which, for the avoidance of doubt, shall reduce the Estimated Closing Adjustment and the Final Closing Adjustment) equal to the amount by which the Closing Cash exceeds the amount of the Closing Indebtedness, plus (d) if the amount of the Closing Indebtedness exceeds the Closing Cash, the amount by which the Closing Indebtedness exceeds the Closing Cash, plus (e) if Closing Net Working Capital is less than the Working Capital Target, the amount of such shortfall plus (f) if the Closing Net Working Capital exceeds the Working Capital Target, a negative number (which, for the avoidance of doubt, shall reduce the Estimated Closing Adjustment and the Final Closing Adjustment) equal to such excess.
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Closing Adjustment Items means an amount in cash equal to the sum of, without duplication, (a) the Company Transaction Expenses, plus
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