Closing Date Adjustment Amount definition

Closing Date Adjustment Amount means an amount equal to $0, and (A) (x) increased, if the Estimated Net Working Capital is a positive number, on a dollar-for-dollar basis by an amount equal to the Estimated Net Working Capital, or (y) decreased, if the Estimated Net Working Capital is a negative number, on a dollar-for-dollar basis by an amount equal to the absolute value of the Estimated Net Working Capital, and (B) decreased on a dollar-for-dollar basis by an amount equal to the Estimated Indebtedness, and (C) decreased on a dollar-for-dollar basis by an amount equal to the Estimated Transaction Expenses, and (D) increased by the amount of any Incremental Equity Capital, if applicable, and (E) decreased on a dollar-for-dollar basis by an amount equal to all Gap Period Extraordinary Expenditures, if any, and (F) (x) increased, if the Estimated Interim Tax Amount is a positive number, on a dollar-for-dollar basis by an amount equal to the Estimated Interim Tax Amount, and (y) decreased, if the Estimated Interim Tax Amount is a negative number, on a dollar-for-dollar basis by an amount equal to the absolute value of the Estimated Interim Tax Amount.

Closing Date Adjustment Amount shall have the meaning set forth in Section 3.2(f).

Closing Date Adjustment Amount means the amount of Pre-Closing Company Expenses (if any).

Examples of Closing Date Adjustment Amount in a sentence

• No later than sixty (60) days following the Closing Date, the Buyer shall, at its expense, (i) cause to be prepared a statement (the “Closing Date Adjustment Amount Schedule”) setting forth in reasonable detail the Buyer’s calculation of the Adjustment Amount (and each component thereof) and (ii) deliver the Closing Date Adjustment Amount Schedule (together with reasonable supporting schedules) to the Seller.

• The Purchase Price, as adjusted pursuant to subsection (A) hereof, shall be appropriately adjusted to reflect any difference in the amount, if any, by which the Estimated Closing Date Adjustment Amount is more or less than the Final Closing Date Adjustment Amount.

• Not less than two (2) Business Days prior to the Closing Date, the Company shall deliver to the Buyer a good faith estimate of the Closing Date Adjustment Amount (the "Estimated Closing Adjustment Amount").

• Sellers shall offset any prepayments, which are included in the Adjustment Expenses, against any accrued obligations that remain unpaid, which are also included in the Adjustment Expenses, and the resulting dollar amount shall be referred to herein as the "Estimated Closing Date Adjustment Amount".

• Otherwise, each of the Seller and the Buyer shall pay one-half of the fees and expenses of the Accounting Firm; provided that if the Accounting Firm determines that one Party has adopted one or more positions with respect to the Closing Date Adjustment Amount Schedule or the calculation of the Adjustment Amount that are frivolous or clearly without merit, the Accounting Firm may, in its discretion, assign a greater portion of any such fees and expenses to such Party.

More Definitions of Closing Date Adjustment Amount

Closing Date Adjustment Amount means the sum of (i) the product of (x) $2,839,153 and (y) a fraction, the numerator of which shall be the number of days elapsed from November 15, 1996, to the First Closing Date and the denominator of which shall be 92, and (ii) the product of (x) $2,041,768 and (y) a fraction, the numerator of which shall be the number of days elapsed from November 15, 1996, to the Second Closing Date and the denominator of which shall be 92. SECTION 4.03. Rodamco agrees that following the applicable Closing, until the Certificate shall become final and binding on Rodamco as provided in Section 4.01, it shall not take any action with respect to the accounting books and records of any Partnership on which the Certificate is to be based that are not consistent with the applicable Partnership's past practices (solely with respect to matters pertaining to the Certificate). SECTION 4.04. During the period of time from and after the Second Closing Date through the resolution of any ultimate determination of the Net Adjustment Amount contemplated by this Article IV, Rodamco shall cause each Partnership and, to the extent within its control, the North Star Venture to afford to CPI and any accountants, counsel or financial advisers retained by CPI in connection with the determination of the Net Adjustment Amount reasonable access during normal business hours to all the Partnerships' properties, books, contracts, personnel and records relevant to the adjustment contemplated by this Article IV.

Closing Date Adjustment Amount has the meaning set forth in the definition of the term “Aggregate Adjustment” in this Appendix A.

Closing Date Adjustment Amount means an amount equal to $0, and (A) (x) increased, if the Estimated Net Working Capital is a positive number, on a dollar-for-dollar basis by an amount equal to the Estimated Net Working Capital, or (y) decreased, if the Estimated Net Working Capital is a negative number, on a dollar-for- dollar basis by an amount equal to the absolute value of the Estimated Net Working Capital, and (B) decreased on a dollar-for-dollar basis by an amount equal to the Estimated Indebtedness, and (C) decreased on a dollar-for-dollar basis by an amount equal to the Estimated Transaction Expenses, and (D) increased by the amount of any Incremental Equity Capital, if applicable, and (E) decreased on a dollar-for-dollar basis by an amount equal to all Gap Period Extraordinary Expenditures, if any, and (F) (x) increased, if the Estimated Interim Tax Amount is a positive number, on a dollar-for-dollar basis by an amount equal to the Estimated Interim Tax Amount, and (y) decreased, if the Estimated Interim Tax Amount is a negative number, on a dollar-for-dollar basis by an amount equal to the absolute value of the Estimated Interim Tax Amount.

Closing Date Adjustment Amount is defined in Section 1.5(b).

Closing Date Adjustment Amount means the sum of (i) the aggregate amount of the outstanding principal of, and accrued and unpaid interest on, all (A) indebtedness and obligations of the Company or the Subsidiaries for borrowed money, and (B) indebtedness and obligations of the Company or the Subsidiaries evidenced by bonds, debentures, notes or similar instruments, in each case as of the Closing, (ii) the aggregate amount of deposits and prepayments received by the Company or the Subsidiaries from customers prior to the Closing in respect of formalwear rental obligations to be satisfied after the Closing and any other amounts that, as of the Closing, are reflected as deferred revenue in the books and records of account of the Company and the Subsidiaries (as maintained in the ordinary course of business consistent with past practice), (iii) the sum of the accruals and reserves for sales and payroll Taxes reflected in the AH Financial Statements, as adjusted for such accruals or reserves arising in the ordinary course of business consistent with past practices after the date thereof (net of any payments made prior to the Closing Date in respect of such Taxes, whether as estimated Taxes or otherwise), and (iv) the aggregate amount of cash that has been withheld from Company Employees’ pay for employee 401(k) contributions and employee contributions for group health plan coverage and that has not been paid over to the relevant employee benefit plans prior to the Closing Date.

Closing Date Adjustment Amount is defined in SECTION 4.3(B)(II).

Closing Date Adjustment Amount is defined in Section 2.15(b).