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.

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.

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.

Examples of Closing Adjustment Items in a sentence

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

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

• 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.

• The Neutral Accountant shall act as an expert in accounting to determine only the Closing Adjustment Items set forth in the Objection Notice still in dispute and shall be limited to those adjustments, if any, required to be made for the Final Closing Adjustment to comply with the provisions of this Agreement.

• Absent fraud or manifest error, the Closing Adjustment Statement as finally determined by the Neutral Accountant shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on all Parties.

More Definitions of Closing Adjustment Items

Closing Adjustment Items means (a) the Company Transaction Expenses, (b) the Employee Amount, (c) if the Company Cash exceeds the amount of any Indebtedness outstanding at the Closing, a negative number (which, for the avoidance of doubt, shall reduce the Estimated Closing Adjustment and the Final Closing Adjustment) equal to one half (1/2) of the amount by which the Company Cash exceeds the amount of any Indebtedness outstanding at the Closing, (d) if the amount of any Indebtedness outstanding at the Closing exceeds the Company Cash, the amount by which the Indebtedness outstanding at the Closing exceeds the Company Cash, (e) if the Working Capital Target exceeds the Closing Net Working Capital, one half (1/2) of the amount of such excess, and (f) if 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 one half (1/2) of such shortfall.

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.

Closing Adjustment Items means (a) the Company Transaction Expenses, (b) the Employee Amount and (c) any Indebtedness outstanding at the Closing.

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.

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.

Closing Adjustment Items shall have the meaning set forth in Section 2.6(d) (Purchase Price Adjustment).

Closing Adjustment Items means (a) the Company Transaction Expenses, plus (b) the Employee Amount, plus (c) any Indebtedness outstanding at the Closing, plus (d) the Representatives Escrow Amount, plus (e) the Options Purchase Price minus (f) if Closing Net Working Capital exceeds the Working Capital Target, the amount of such excess, and plus (g) if the Working Capital Target exceeds Closing Net Working Capital, an amount (which, for the avoidance of doubt, shall reduce the Estimated Closing Adjustment and Final Closing Adjustment) equal to such shortfall.