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.
The determination so made by the Arbitration Firm shall be incorporated into the Final Assumed Indebtedness Statement and/or the Final Closing Cash Statement.
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.
The determination so made by the Arbitration Firm shall be incorporated into the Final Working Capital Statement, the Final Assumed Indebtedness Statement and/or the Final Closing Cash Statement.
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 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 means the Assumed Indebtedness and “Final Closing Cash” means the Closing Cash, in each case, as finally agreed or determined in accordance with Section 3.5(c). Following the determination of the Final Working Capital, the Final Assumed Indebtedness and the Final Closing Cash, the Estimated Merger Consideration shall be (i) increased by the Seller Adjustment Amount and (ii) decreased by the Buyer Adjustment Amount as described herein. If the Seller Adjustment Amount exceeds the Buyer Adjustment Amount, within three (3) Business Days after the Final Working Capital, the Final Assumed Indebtedness and the Final Closing Cash are determined, the Buyer shall cause the Company to pay to the Seller, by wire transfer of immediately available funds, an amount equal to such excess. If the Buyer Adjustment Amount exceeds the Seller Adjustment Amount, within three (3) Business Days after the Final Working Capital, the Final Assumed Indebtedness and the Final Closing Cash are determined, the Seller shall deliver to the Company, by wire transfer of immediately available funds, an amount equal to such excess. Upon payment of the amounts provided in this Section 3.5(d), none of the parties hereto may make or assert any claim under this Agreement for any matter included in the Final Working Capital, Final Assumed Indebtedness or Final Closing Cash. Notwithstanding anything to the contrary in this Section 3.5(d), to the extent that, as a result of payments or adjustment under this Section 3.5, the Seller is entitled to receive incremental consideration from the Company hereunder, the consideration shall be paid in additional Buyer Common Shares to the extent necessary to comply with the proviso to the definition of Cash Consideration.
Final Assumed Indebtedness means the aggregate Assumed Indebtedness for both Companies as reflected on the Final Closing Statement. “Final Unpaid Items” shall mean the aggregate Unpaid Items for both Companies as reflected on the Final Closing Statement.
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 means the Assumed
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”).
Final Assumed Indebtedness is defined in Section 3.4(c). Table of Contents