Final Adjustment Amount definition

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

Final Adjustment Amount shall have the meaning set forth in Section 2.3(a)(i).

Final Adjustment Amount means (a) the Closing Net Working Capital Amount, plus (b) Closing Cash, less (c) Closing Debt, less (d) Unpaid Company Transaction Expenses, in each case as finally determined in accordance with Section 2.04(c).

Examples of Final Adjustment Amount in a sentence

• If Comcast Subsidiary or one of its Affiliates does not make the request provided in the first sentence of this Section 3.1(g)(v), Comcast Subsidiary shall assume all Liabilities associated with any long-term disability, retiree life or retiree medical benefits relating to or in connection with the Selected Employees and such Liabilities shall be reflected in the Closing Net Liabilities Amount used in calculating the Final Adjustment Amount.

• Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and relate solely to the review of the Final Statement and the calculation of the Final Adjustment Amount.

• Based on the results presented in Table 12.15, total welfare benefits associated with the selected ozone standard are expected to be approximately $320 million annually.

• During the 30-day period following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve any differences which they may have with respect to any matter specified in the Notice of Disagreement and each shall provide the other with reasonable access to any books, records, working papers or other information reasonably necessary or useful in the preparation or calculation of (i) the Final Adjustment Amount, (ii) the Final Statement, or (iii) the Notice of Disagreement.

• No more than ninety (90) days after the Cut-Off Date, Purchaser shall deliver to Seller an allocation of the Unadjusted Purchase Price, as adjusted by the Final Adjustment Amount, and any other items properly treated as consideration for U.S. federal income Tax purposes among the assets of the Company in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder (the “Asset Allocation Statement”).

More Definitions of Final Adjustment Amount

Final Adjustment Amount means an amount, which may be a positive or negative number, equal to the difference between (1) the sum of any Excess Cash plus any Excess Working Capital, plus any Excess Income Tax Amount minus (2) the sum of any Final Cash Shortfall plus any Final Working Capital Shortfall plus any Final Income Tax Shortfall, plus any Final Excess Debt.

Final Adjustment Amount is defined in Section 4.4(a).

Final Adjustment Amount means an amount, which may be positive or negative, equal to (i) (A) Final Closing Working Capital minus (B) Base Working Capital (which, for the avoidance of doubt, shall be a negative number if Final Closing Working Capital is less than Base Working Capital, which will result in a reduction to the Final Adjustment Amount), minus (ii) Final Closing Indebtedness, minus (iii) Final Unpaid Transaction Expenses, plus (iv) Final Closing Cash.

Final Adjustment Amount has the meaning provided such term in Section 2.3(b).

Final Adjustment Amount means, with respect to each Specified Business, the Closing Adjustment Amount as set forth in the Buyer’s Statement for such Specified Business and, in the event of a Seller’s Objection, as adjusted by either the agreement of Buyer and Seller, or by the CPA Firm, acting pursuant to Section 2.8.

Final Adjustment Amount means a dollar amount, which may be a negative or positive number, equal to the sum of (a) the Final Closing Target Adjustment Amount, minus (b) the Final Closing Indebtedness Adjustment Amount, minus (c) the Final Closing Non-Reimbursable Transaction Expenses Adjustment Amount.

Final Adjustment Amount means (i) if the Transferors fail to deliver an Objections Statement in accordance with Section 2.9(c), the Adjustment Amount as set forth in the Closing Statement, or (ii) if the Adjustment Amount set forth in the Closing Statement is resolved by resolution of Parent and the Transferors or by submission of any remaining Disputes to the Independent Accounting Firm, as contemplated by Section 2.9(c), the Adjustment Amount as so resolved. If the Final Adjustment Amount exceeds the Adjustment Amount set forth in the Pre-Closing Statement, then the Consideration payable by Parent to the Transferor shall be reduced by an amount equal to the difference (the “Difference”) between the Final Adjustment Amount and the Adjustment Amount; if the Final Adjustment Amount is less than the Adjustment Amount set forth in the Pre-Closing Statement, then the Consideration payable by Parent to the Transferor shall be increased by an amount equal to the Difference. Any downward adjustment to the Consideration under this Section 2.9(e) shall be effected, at the election of Parent in its sole discretion, as follows: (x) the Transferor Parties shall promptly, but in no event later than five (5) Business Days following determination of the Final Adjustment Amount in accordance with this Section 2.9, pay to Parent an amount in cash equal to the Difference, (y) Parent shall cancel, in the manner set forth in Section 9.9, a number of fully paid non-assessable shares of Parent Common Stock equal to the Difference divided by the Per Share Price or (z) the obligations under this Section 2.9(e) shall be satisfied using a combination of a cash payment under (x) and a cancellation of Parent Common Stock under (y).