Final Calculations definition

Final Calculations has the meaning set forth in Section 3.3(b).

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Final Calculations shall have the meaning set forth in Section 4.1(a)(ii).

Final Calculations has the meaning set forth in Section 2.12(a).

Examples of Final Calculations in a sentence

• The parties hereto agree that no amount shall be (or is intended to be) included, in whole or in part (either as an increase or a reduction), more than once in the calculation of the Final Calculations or any other calculated amount pursuant to this Agreement.

• The date on which the Final Calculations are finally determined pursuant to this Section 3.3 shall hereinafter be referred to as the “Settlement Date”.

• During such 30-day period, the Stockholder Representative shall have full access to the Surviving Corporation’s books and records and its personnel and accountants as necessary for purposes of verifying the Final Calculations.

• On or prior to the thirtieth (30th) day following Purchaser’s delivery of the Final Calculations, the Seller Representative may give Purchaser written notice stating the Seller Representative’s objections (an “Objection Notice”) to the Final Calculations.

• All of the amounts set forth on the Estimated Closing Statement and the Final Calculations (and the individual elements thereof, as applicable) shall be determined in accordance with GAAP and on a basis consistent with the Accounting Principles.

More Definitions of Final Calculations

Final Calculations as used herein shall mean the Final Calculations as ultimately determined pursuant to this Section 2.12. The date on which the Final Closing Balance Sheet and the Final Calculations are finally determined pursuant to this Section 2.12 shall hereinafter be referred to as the “Settlement Date.”

Final Calculations has the meaning assigned to such term in Section 2.3(a) of the Build-Out Agreement.

Final Calculations has the meaning provided such term in Section 2.4.

Final Calculations has the meaning ascribed thereto in Section 5.3(a). “Final Closing Balance Sheet” has the meaning ascribed thereto in Section 5.3(a). “Final Net Working Capital” has the meaning ascribed thereto in Section 5.3(c). “Financial Statements” has the meaning ascribed thereto in the Canadian Purchase Agreement. “General Indemnification Claims” means the Canadian General Indemnification Claims and the US General Indemnification Claims. “Governmental Authority” means the government of the United States, Canada or any foreign country or any provincial, state or political subdivision thereof and any entity, body or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including quasi-governmental entities established to perform such functions. “Independent Auditor” has the meaning ascribed thereto in Section 5.3(b). “▇▇▇▇▇” has the meaning ascribed thereto in the preamble above. “▇▇▇▇” has the meaning ascribed thereto in the preamble above. “▇▇▇” has the meaning ascribed thereto in the preamble above. “Law” means any law, statute, code, regulation, ordinance, rule, Order or governmental requirement enacted, promulgated, entered into, agreed, imposed or enforced by any Governmental Authority. “Liabilities” means any obligation or liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due), including any liability for Taxes. “Limited Partnership” has the meaning ascribed thereto in the preamble above. “Losses” means any and all loss, Liability, damage, cost, expense, charge, fine, penalty or assessment, suffered or incurred by the Person seeking indemnification, resulting from or arising out of any Claim, including the costs and expenses of any action, suit, proceeding, investigation, inquiry, arbitration award, grievance, demand, assessment, judgment, settlement or compromise relating thereto, but: (i) excluding any contingent Liability until it becomes actual; (ii) reduced by any net Tax benefit actually received by the Person seeking indemnification solely to the extent such benefit is received within two (2) years form the date of Loss; and (iii) reduced by any recovery, settlement or other benefits pursuant to insurance coverage actually received by the Person seeking indemnification to which such indemnification payments apply. “Minority Shareholders” has...

Final Calculations as used in this Agreement, means the definitive difference between Adjusted Net Liabilities and Target Net Liabilities as adjusted to reflect either: (i) the Estimated Liability Calculations, where the Parent did not deliver the Adjustment Calculations before the expiration of the ten (10) day period set forth in this Section 2.1.3(b); (ii) the Adjustment Calculations where the Representative did not deliver an Objection before the expiration of the ten (10) day period set forth in this Section 2.1.3(b); or (iii) if neither (i) or (ii) of this sentence applies, the determination of the Independent Auditors under this Section 2.1.3(b) or as otherwise agreed to by Parent and the Representative. The date the Final Calculations are determined is referred to herein as the “Final Determination Date.”

Final Calculations has the meaning provided such term in Section 2.3(a)(i).

Final Calculations is defined in Section 2.4(b).