Final Adjusted Purchase Price definition

Final Adjusted Purchase Price shall have the meaning set forth in Section 2.2(h)(i).

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

• Solely with respect to an Action related to the Pre-Closing Tax Period that could reasonably be expected to increase any Taxes that are taken into account in calculating the Final Adjusted Purchase Price, the Sellers’ Representative, at its own expense, shall have the right to participate fully in such Actions, including without limitation by participating in any written or oral communications with any Governmental Authority, consulting on all significant decisions and providing input to Purchaser.

• The total amount of indemnification payments that any Seller shall be required to make to the Indemnitees pursuant to Section 8.2(a)(i) or Section 8.2(b)(i) relating to the Fundamental Representations or any of the other matters referred to in Section 8.2 shall be limited to an amount equal to the aggregate Final Adjusted Purchase Price actually received by such Seller.

More Definitions of Final Adjusted Purchase Price

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

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

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

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

Final Adjusted Purchase Price. As soon as practicable (and in any event within five (5) Business Days) following the determination of the Final Adjusted Purchase Price, if the Estimated Adjusted Purchase Price is greater than the Final Adjusted Purchase Price, Seller shall deliver to Buyer a cash amount equal to such excess in immediately available funds by wire transfer to an account or accounts designated in writing by Buyer.