Closing Date Adjustments definition

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

Closing Date Adjustments has the meaning specified in Section 2.11.

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

Examples of Closing Date Adjustments in a sentence

• 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").

• 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").

• The prorations and adjustments to be made pursuant to this Section 2.11(a) are referred to as the "Closing Date Adjustments." Three (3) business days prior to the Closing Date, the SBS Entities shall estimate all Closing Date Adjustments pursuant to this Section 2.11(a) and shall deliver a statement of its estimates to the Buyer (which statement shall set forth in reasonable detail the basis for those estimates).

• At the Closing, the net amount due to the Buyer or the Equity 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.

• On the Closing Date, the amount of cash payable shown on Annex III shall be (x) reduced by an amount equal to any Debt reflected on the Estimated Closing Date Balance Sheet, and (y) reduced by the amount by which Working Capital Cash Needs exceeds cash and cash equivalents as reflected on the Estimated Closing Date Balance Sheet (the "Closing Date Adjustments").

• All CPAs that passed or passed with deficiencies have had letters sent.

• In exchange for entering into this Agreement, Target agrees to pay Xx. Xxxxx the total amount of Three Million Dollars ($3,000,000) (the “Consideration”).

• The prorations and adjustments to be made pursuant to this Section 2.11 are referred to as the “Closing Date Adjustments.” Three (3) days prior to the Closing Date, the Equity Entities shall estimate all Closing Date Adjustments pursuant to this Section 2.11 and shall deliver a statement of their estimates to Buyer (which statement shall set forth in reasonable detail the basis for those estimates).

• Shareholders at Closing shall provide Buyer with the amount of all accrued wages, salaries, vacation pay, sick pay and other sums due employees through the close of business on the Closing Date, which amount shall be considered to be an account payable for purposes of estimating the Closing Date Adjustments..

• The validity of our results obviously rests on the parametric assumptions.

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 has the meaning specified in Section 3.6(a).

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 shall have the meaning set forth in SECTION 5.2.