Final Assumed Indebtedness means the definitive Assumed Indebtedness, respectively, agreed to (or deemed to be agreed to) by Purchaser and Seller in accordance with the terms of Section 2.3(d) or the definitive Closing Date Financial Data resulting from the determinations made by the Neutral Auditors in accordance with this Section 2.3(e) (in addition to those items theretofore agreed to by Seller and Purchaser).
Final Assumed Indebtedness has the meaning set forth in Section 2.3(a).
Final Assumed Indebtedness means the Assumed Indebtedness, in each case as finally agreed or determined in accordance with Section 2.3
Examples of Final Assumed Indebtedness in a sentence
The parties hereto acknowledge and agree that in no event shall the Wickliffe IRBs be included in any calculation of Assumed Indebtedness, Estimated Assumed Indebtedness or Final Assumed Indebtedness.
The Estimated Purchase Price shall be increased (any such increase, the “Seller Adjustment Amount”) by the sum of (i) the amount, if any, that the Final Working Capital exceeds the Working Capital Estimate and (ii) the amount, if any, that the Estimated Assumed Indebtedness Amount exceeds the Final Assumed Indebtedness.
If the Buyer Adjustment Amount exceeds the Seller Adjustment Amount by more than $300,000, the Seller shall, within five (5) Business Days after the Final Working Capital and the Final Assumed Indebtedness are determined, make payment by wire transfer of immediately available funds to the Buyer in the amount by which the Buyer Adjustment Amount exceeds the Seller Adjustment Amount.
Such payment is to be made within 5 Business Days of the date on which the Final Assumed Indebtedness is finally determined pursuant to Section 2.3(d) and shall include interest thereon at the rate of 5% per annum, calculated from the Closing Date to the date of payment.
The Estimated Purchase Price shall be recalculated in accordance with the Balance Sheet Rules using the Final Total Working Capital Overage/Underage, each of the Final Total Closing Adjustment Items, the Final Assumed Indebtedness and the Final Accrued Expenses Payable to RSA and Related Parties (such recalculated amount, the “Final Purchase Price”).
More Definitions of Final Assumed Indebtedness
Final Assumed Indebtedness means the Assumed Indebtedness, in each case as finally agreed or determined in accordance with SECTION 2.3(b). The Deemed Sunwing Value shall be increased (any such increase, the "SELLER ADJUSTMENT AMOUNT") by the SUM of (i) the amount, if any, that the Final Working Capital exceeds the Working Capital Estimate and (ii) the amount, if any, that the Estimated Assumed Indebtedness Amount exceeds the Final Assumed Indebtedness. The Deemed Sunwing Value shall be decreased (any such decrease, the "BUYER ADJUSTMENT AMOUNT") by the SUM of (i) the amount, if any that the Working Capital Estimate exceeds the Final Working Capital and (ii) the amount, if any, that the Final Assumed Indebtedness exceeds the Estimated Assumed Indebtedness Amount. If the Sellers Adjustment Amount exceeds the Buyer Adjustment Amount, the Buyer shall, within five Business Days after the Final Working Capital and the Final Assumed Indebtedness are determined, issue additional shares of Buyer Common Stock to the Seller having a value (as determined in accordance with the last sentence of this SECTION 2.3(c)) in the amount of any such excess (rounded to the nearest whole number). If the Buyer Adjustment Amount exceeds the Sellers Adjustment Amount, the Seller shall within five Business Days after the Final Working Capital and the Final Assumed Indebtedness are determined, deliver shares of Buyer Common Stock to the Buyer having a value (as determined in accordance with the last sentence of this SECTION 2.3(c)) in the amount of any such excess (rounded to the nearest whole number). Any shares of Buyer Common Stock to be issued by the Buyer or delivered by the Seller, as the case may be, pursuant to this SECTION 2.3(c) shall be valued at the CMA Share Valuation (as the same shall be adjusted as a result of a stock split, stock dividend, combination, reclassification, recapitalization or other similar change with respect to the Buyer Common Stock).
Final Assumed Indebtedness means the Assumed Indebtedness, in each case as finally agreed or determined in accordance with Section 3.4(b). Upon the determination of the Final Working Capital and the Final Assumed Indebtedness pursuant to Section 3.4(b), the Estimated Merger Consideration shall be recalculated utilizing the Final Working Capital in lieu of the Working Capital Estimate and the Final Assumed Indebtedness in lieu of the Estimated Assumed Indebtedness Amount (the Estimated Merger Consideration as so recalculated, the “Final Merger Consideration”). If (and only if) the Final Merger Consideration exceeds the Estimated Merger Consideration, Parent shall promptly (but in any event within five Business Days following the Determination Date) deliver to the Stockholder Representative (for distribution to the Common Holders as additional Share Consideration and Common Stock Equivalent Consideration, after taking into account the changes to the Per Share Price resulting from such distribution and any Share Consideration and Common Stock Equivalent Consideration previously received by such Common Holders), the amount by which the Final Merger Consideration exceeds the Estimated Merger Consideration by wire transfer of immediately available funds to an account or accounts designated by the Stockholder Representative in writing. If (and only if) the Estimated Merger Consideration exceeds the Final Merger Consideration, then the Stockholder Representative and Parent shall instruct the Escrow Agent to promptly (but in any event within five Business Days following the Determination Date) deliver from the Escrow Account to Parent the amount by which the Estimated Merger Consideration exceeds the Final Merger Consideration by wire transfer of immediately available funds to one or more accounts designated by Parent in writing. All payments made pursuant to this Section 3.4(c) shall be treated by all parties for tax purposes as adjustments to the purchase price. Upon payment of the amounts provided in this Section 3.4(c), none of the parties hereto may make or assert any claim under this Section 3.4.
Final Assumed Indebtedness. Section 1.7(h) “Final Closing Statement” Section 1.7(h) “Final Interim Financial Statements” Section 3.14(a)
Final Assumed Indebtedness is defined in Section 3.4(c). Table of Contents
Final Assumed Indebtedness means the Assumed
Final Assumed Indebtedness means the Assumed Indebtedness, and “Final Accrued Expenses Payable to RSA and Related Parties” means the Accrued Expenses Payable to RSA and Related Parties, in each case as finally agreed or determined in accordance with Section 2.3
Final Assumed Indebtedness means the Assumed Indebtedness, and “Final Closing Working Capital Amount” means the Closing Working Capital Amount, in each case as finally agreed or determined in accordance with this Section 2.10. Upon such final agreement or determination, the Initial Merger Consideration shall be recalculated as follows: (i) increased by the sum of (1) the amount, if any, that the Estimated Company Transaction Expenses exceeds the Final Company Transaction Expenses, plus (2) the amount, if any, that the Final Closing Date Cash exceeds the Estimated Closing Date Cash, plus (3) the amount, if any, that the Estimated Assumed Indebtedness exceeds the Final Assumed Indebtedness, plus (4) the amount, if any, that the Final Closing Working Capital Amount exceeds the Estimated Closing Working Capital Amount; and (ii) decreased by the sum of (1) the amount, if any, that the Final Company Transaction Expenses exceeds the Estimated Company Transaction Expenses, plus (2) the amount, if any, that the Estimated Closing Date Cash exceeds the Final Closing Date Cash, plus (3) the amount, if any, that the Final Assumed Indebtedness exceeds the Estimated Assumed Indebtedness, plus (4) the amount, if any, that the Estimated Closing Working Capital Amount exceeds the Final Closing Working Capital Amount (such recalculated amount, the “Final Merger Consideration”).