Closing Date Adjustments definition

Closing Date Adjustments has the meaning set forth in Section 1.6(e).

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Closing Date Adjustments has the meaning specified in Section 2.6(a).

Closing Date Adjustments has the meaning specified in Section 2.11(a).

Examples of Closing Date Adjustments in a sentence

At the Closing, the net amount due to Buyer or Seller, as applicable, as a result of the estimated Closing Date Adjustments shall be applied as an adjustment to the Purchase Price.
Within ninety (90) days after the Closing, Buyer shall deliver to Seller a statement of any adjustments to Seller’s estimate of the Closing Date Adjustments, and no later than the close of business on the thirtieth (30th) day after the delivery of such statement (the “Payment Date”), Buyer shall pay to Seller, or Seller shall pay to Buyer, as the case may be, any amount due as a result of the adjustment (or, if there is any good faith dispute, the undisputed amount).
Expenses for goods or services received both before and after the Adjustment Time, taxes and assessments, power and utilities charges, and rents and similar prepaid and deferred items shall be prorated between Seller and Purchaser as of the Adjustment Time (the "Closing Date Adjustments").
The Closing Date Adjustments shall constitute a composite ----------- accounting of the different items described below in this Section.
Expenses for goods or services received both before and after the Adjustment Date, interest expenses, Taxes and assessments, power and utilities charges, and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer as of the Adjustment Date (the "Closing Date Adjustments").
To the extent not inconsistent with the express provisions of this Agreement, the Closing Date Adjustments shall be made in accordance with GAAP.
At the Closing, the net amount due to the Buyer or the SBS Entities as a result of the estimated Closing Date Adjustments (excluding any item that is in good faith dispute) shall be applied as an adjustment to the Purchase Price as appropriate.
No later than 90 days after the Closing Date (or with respect to real estate taxes, 30 days from the date that the amounts such taxes are determinable), Seller and Buyer shall review all the amounts and calculations made in respect of the Closing Date Adjustments and any final corrections shall be made to the Closing Date Adjustments, and Seller and Buyer at that time shall settle any funds owed to each other.
Expenses for goods or services received both before and after the Valuation Date, real and personal property Taxes and assessments, power and utilities charges, and rents and similar prepaid and deferred items shall be prorated between Sellers and Buyer as of the Valuation Date (the "Closing Date Adjustments").
If the Seller has any objections to any items in the Closing Date Adjustments, then the Seller shall deliver to the Buyer a statement (an “Objection Statement”) setting forth such objections and, to the extent practical, the Seller’s proposed resolution of each such disputed items.

More Definitions of Closing Date Adjustments

Closing Date Adjustments means the total sum that the Purchase Price is to be increased or decreased at Closing computed by increasing or decreasing the Purchase Price as follows based on the following amounts as of the Closing Date: (i) increasing the Purchase Price by the amount of cash in the deposit accounts of CSSS, not including cash held as deposits; (ii) reducing the Purchase Price by revenue collected by CSSS for services not fully rendered by CSSS as of the Closing Date; (iii) reducing the Purchase Price by the accounts payable of CSSS; and (iv) reducing the Purchase Price by amounts necessary for CSSS to pay Secure Global Solutions to complete the installation and training of the monitoring software system Secure Global Solutions is currently installing for CSSS

Closing Date Adjustments shall have the meaning set forth in SECTION 5.2.

Closing Date Adjustments shall have the meaning set forth in SECTION 5.2. "CLOSING DATE STOCK PRICE" shall have the meaning set forth in SECTION 4.2. "CLOSING WORKING CAPITAL" shall have the meaning set forth in Section 5.1.2. "CODE' shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. "CONTINGENT PAYMENT" shall have the meaning set forth in SECTION 4.2. "CONTINGENT PAYMENT DATE" shall have the meaning set forth in SECTION 4.2. "CONTINGENT PAYMENT DATE STOCK PRICE" shall have the meaning set forth in SECTION 4.2. "CONTRACT DATE" shall have the meaning set forth in the Preamble. "CONTRACTS" shall have the meaning set forth in SECTION 2.1.2. "COVENANTS" shall have the meaning set forth in SECTION 6. 1. "CUSTOMER CONTRACT" shall have the meaning set forth in Section 2.1.2. "EMPLOYEE PLAN" shall have the meaning set forth in SECTION 7.11. "EMPLOYMENT AGREEMENTS" shall have the meaning set forth in SECTION 6.2. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. "ESTIMATED CLOSING DATE WORKING CAPITAL" shall have the meaning set forth in SECTION 5.1.1. "ENVIRONMENTAL LAWS" shall mean all foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, legally binding decrees or other requirement of any governmental agency (including, without limitation, common law) regulating, relating to or imposing liability or standards of conduct concerning protection of the environment or of human health relating to handling of or exposure to any kind of hazardous substance, gasoline, or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, ureaformaldehyde insulation, asbestos or asbestos-containing materials, pollutants, contaminants, radioactivity, and any other materials or substances of any kind, whether solid, liquid, or gas, and whether or not any such substance is defined as hazardous under any law, that is regulated pursuant to any law or that could give rise to liability under any law, as has been, is now, or may at any time hereafter be, in effect. "EXCLUDED ASSETS" shall mean those assets not included among the Assets purchased, as listed in SECTION 2.2. "EXERCISE PRICE" shall have the meaning set forth in SECTION 4.1. "FINANCIAL STATEMENTS" shall have the meaning set forth in SECTION 7.17. "GAAP" shall mean United States generally accepted accounting principles consistently applied. "HIRED EMPLOYEES" shall have t...

Closing Date Adjustments has the meaning specified in Section 3.6(a).