Final Adjusted Consideration definition

Final Adjusted Consideration means Estimated Adjusted Consideration, minus the amount by which Estimated Closing Net Working Capital is greater than Actual Closing Net Working Capital.
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Final Adjusted Consideration shall have the following meaning: (i) If the Actual Closing Net Working Capital (as determined pursuant to Section 1.3(b)) is equal to the Estimated Closing Net Working Capital (as determined pursuant to Section 1.3(a)), then “Final Adjusted Consideration” shall be the same amount as Estimated Adjusted Consideration; (ii) If the Actual Closing Net Working Capital (as determined pursuant to Section 1.3(b)) is greater than the Estimated Closing Net Working Capital (as determined pursuant to Section 1.3(a)), then “Final Adjusted Consideration” shall mean the Estimated Adjusted Consideration, plus the amount by which Actual Closing Net Working Capital is greater than Estimated Closing Net Working Capital; or
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Final Adjusted Consideration means the Initial Adjusted Consideration adjusted by the Final Statement of Accounts and any applicable interest, in accordance with Clauses 4.4 and 6.6 and Schedule 5 (Final Statement of Accounts); “Final Settlement Amount” means the difference between the Initial Consideration and the Final Adjusted Consideration; “Final Statement of Accounts” means a Final Statement of Accounts in the form set out in Part 2 of Schedule 5 (Final Statement of Accounts); “Final Statement of Accounts Date” means the date on which the Seller delivers the Final Statement of Accounts to the Purchasers in accordance with Clause 6.1 (Final statements of accounts); “Good and Prudent Oilfield Practice” means the exercise of that degree of skill, diligence, prudence and foresight that would reasonably and ordinarily be expected to be applied by a skilled and experienced person engaged in the upstream oil and gas industry; “Government Official” means (i) any official, employee, agent, advisor or consultant employed by or acting on behalf of a government or any federal, regional or local department, agency, state-owned or state-operated enterprise or corporation or any other instrumentality thereof, (ii) any official or employee or agent of a public international organisation designated by Executive Order pursuant to 22 U.S.C. § 288 or as defined in Section 6(6) of the UK Xxxxxxx Xxx 0000 (as amended), or (iii) any official or employee or agent of a political party or candidate for political office; “Governmental or Regulatory Authority” means any court, tribunal, arbitrator, legislature, government, ministry, committee, inspectorate, authority, agency, commission, official or other competent authority of any country or any state, as well as any region, city or other political subdivision of any of the foregoing; “Group” means the Kosmos Group or the Trident Group, as the context requires; “Group Companies” means the Company and the Subsidiary and a “Group Company” means any of them; “Guaranteed Obligations” has the meaning given in Clause 26.1; “Interest Documents” means:
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Examples of Final Adjusted Consideration in a sentence

  • Unless otherwise required by applicable Law, all indemnification payments made pursuant to this Article 7 shall be treated as an adjustment to the Final Adjusted Consideration for Tax purposes, and no party shall take any position inconsistent with such characterization.

  • Marjorie Welish Conference; on contemporary art and the artist; presenta- tions, panel discussions, open dialogue; 10 a.m.-4 p.m.; Houston Hall (VPUL).pher Edley, Harvard; Gilbert Casellas, EEOC; RaymondFonseca, Dental Medicine; Theodore Shaw, NAACP Legal Defense and Educational Fund, Inc.; GeraldTorres, Univ.

  • Notwithstanding the foregoing, if the parties, acting in good faith, agree that such indemnification payments is required by applicable Law to not be treated as on adjustment to the Final Adjusted Consideration, then such indemnification payments shall not be treated as an adjustment to the Final Adjusted Consideration.

  • The Independent Accounting Firm’s determination of any Disputed Consideration Components and its calculation of the Final Adjusted Consideration must be within the range of the amount thereof shown in the Post-Closing Statement and the amount thereof shown in Stockholders’ Agent’s notice of disagreement.

  • The Independent Accounting Firm will deliver to Stockholders’ Agent and Parent, as promptly as practicable, but in any event within 60 days after its appointment, a report setting forth, in reasonable detail, its determination of the Final Adjusted Consideration.

  • To the extent permitted by Law, any amount paid to Buyer or Sellers pursuant to this ARTICLE 7 or pursuant to Section 5.5(c) hereof shall be treated as an adjustment to the Final Adjusted Consideration.

  • If Stockholders’ Agent disagrees with the Post-Closing Statement, then Stockholders’ Agent and Parent shall work together to reach agreement on the disputed items or amounts set forth in Stockholders’ Agent’s notice of disagreement (the “Disputed Consideration Components”) in order to determine the Final Adjusted Consideration.


More Definitions of Final Adjusted Consideration

Final Adjusted Consideration means the Initial Adjusted Consideration adjusted by the Final Statement of Accounts and any applicable interest, in accordance with Clauses 4.4 and 6.6 and Schedule 5 (Final Statement of Accounts);
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Final Adjusted Consideration is defined in Section 2.5(c).
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Final Adjusted Consideration shall be the Base Consideration as adjusted to reflect the Adjustment Deficit, if applicable, in accordance with Section 2.6. The “Confirmation Date” shall be the date upon which the Post-Closing Balance Sheet and calculation of the Final Adjusted Consideration are deemed to be accepted by the Shareholders’ Representative and the Buyer pursuant to this Section 2.5.
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Final Adjusted Consideration has the meaning set forth in Section 2.11(a).
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Related to Final Adjusted Consideration

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Base Consideration has the meaning set forth in Section 1.2.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Optimal Adjustment Event With respect to any Class of Class B Certificates and any Distribution Date, an Optimal Adjustment Event will occur with respect to such Class if: (i) the Principal Balance of such Class on the Determination Date succeeding such Distribution Date would have been reduced to zero (regardless of whether such Principal Balance was reduced to zero as a result of principal distribution or the allocation of Realized Losses) and (ii) (a) the Principal Balance of any Class of Class A Certificates would be subject to further reduction as a result of the third or fifth sentences of the definition of Principal Balance or (b) the Principal Balance of a Class of Class B Certificates with a lower numerical designation would be reduced with respect to such Distribution Date as a result of the application of clause (ii) of the definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance or Class B-6 Principal Balance.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.