Final Adjusted Purchase Price definition

Final Adjusted Purchase Price has the meaning specified in Section 3.1(c).

Final Adjusted Purchase Price means the Adjusted Purchase Price as finally agreed or determined in accordance with Section 2.14(a) or (b).

Final Adjusted Purchase Price means (i) One Billion Five Hundred Million Dollars ($1,500,000,000), plus (ii) the Final Closing Cash, minus (iii) the Final Closing Indebtedness, plus (iv) the Final Closing Net Working Capital Excess (if any), minus (v) the Final Closing Net Working Capital Shortfall (if any), and minus (vi) the Final Company Transaction Expenses.

Examples of Final Adjusted Purchase Price in a sentence

• Third, this new office would work with the Office of Research and bring UW to the forefront of such efforts in the nation, establishing UW as a national and international leader in transforming research around an equity framework.

• If, prior to closing, DSL determines that the Initial Purchase Price exceeds the DSL Approved Value of the Property, the Initial Purchase Price will be reduced to the DSL Approved Value of the Property (herein the "Final Adjusted Purchase Price").

• The determination of the DSL Approved Value and the Final Adjusted Purchase Price can only be made after the completion and DSL's approval of the survey required in paragraph 6.

• If Seller fails to give Buyer a written notice of termination within the aforesaid time period from receipt of DSL's written notice, then Seller shall be deemed to have waived any right to terminate this Agreement based upon a reduction in the Initial Purchase Price pursuant to the provisions of this paragraph 3.B. The Final Adjusted Purchase Price as calculated in this paragraph 3.B. is subject to further adjustment in accordance with the provisions of this Agreement.

• The Initial Purchase Price is subject to adjustment in accordance with paragraph 3.B. This Agreement is contingent upon approval of the Final Adjusted Purchase Price, hereinafter defined, by Buyer and upon confirmation that the Final Adjusted Purchase Price is not in excess of the maximum value of the Property as determined in accordance with Section 253.025(8), Florida Statutes ("DSL Approved Value").

More Definitions of Final Adjusted Purchase Price

Final Adjusted Purchase Price means an amount equal to (i) the Base Purchase Price minus (ii) the Closing Adjustment Amount.

Final Adjusted Purchase Price means (i) the Purchase Price, minus (ii) any Tangible Book Value Deficiency, minus (iii) Transaction Expenses, minus (iv) the Escrow Amounts.

Final Adjusted Purchase Price means an amount equal to (a) the Base Purchase Price, plus (b) the Closing Date Company Cash Balance as finally determined pursuant to Section 2.6, minus (c) the Closing Date Excess Company Cash Offset Amount as finally determined pursuant to Section 2.6, minus (d) the Closing Date Company Debt as finally determined pursuant to Section 2.6, minus (e) the Company Transaction Expenses as finally determined pursuant to Section 2.6, plus (f) the amount by which the Closing Date Net Working Capital as finally determined pursuant to Section 2.6 exceeds the Net Working Capital Target, if any, minus (g) the amount by which the Net Working Capital Target exceeds the Closing Date Net Working Capital as finally determined pursuant to Section 2.6, if any; provided that if the Closing Date Company Cash Balance exceeds the Maximum Company Cash Balance, then the Closing Date Company Cash Balance shall be deemed to be an amount equal to the Maximum Company Cash Balance for all purposes under this Agreement.

Final Adjusted Purchase Price shall be calculated by adjusting the Base Purchase Price by the Recalculated Adjustment.

Final Adjusted Purchase Price means an amount equal to (which, notwithstanding anything herein to the contrary, shall conclusively constitute the adjusted purchase price): (i) the Purchase Price, plus (ii) Final Cash, minus (iii) Final Indebtedness, minus (iv) Final Seller Transaction Expenses, plus (v) the Final Working Capital Adjustment Amount, minus (vi) the Holdco Note Amount, minus (vii) the Lease Deduct Amount.

Final Adjusted Purchase Price means (i) the Purchase Price, plus (ii) the amount, if any, by which the Final Closing Date Working Capital exceeds the Target Working Capital Ceiling, minus (iii) the amount, if any, by which the Final Closing Date Working Capital is less than the Target Working Capital Floor. For the avoidance of doubt, if the Final Closing Date Working Capital equals or exceeds the Target Working Capital Floor but is less than or equal to the Target Working Capital Ceiling, then there shall be no adjustment to the Purchase Price in respect of Final Closing Date Working Capital.

Final Adjusted Purchase Price has the meaning set forth in Section 1.5(f).