Final Closing Adjustment definition

Final Closing Adjustment has the meaning set forth in Section 5.5.11.

Final Closing Adjustment shall have the meaning set forth in Section 2.3(c)(i).

Final Closing Adjustment means the amount of the Closing Adjustment Items determined in accordance with the provisions of Section 2.7(c).

Examples of Final Closing Adjustment in a sentence

• All adjustments or prorations which could not be determined at the Closing because of the lack of actual statements, bills or invoices for the current period, the year-end reconciliation of Additional Rent, or any other reason, shall be made as a part of the Final Closing Adjustment.

• Any net adjustment in favor of Purchaser shall be paid in cash by the Sellers to Purchaser no later than thirty (30) days after the Final Closing Adjustment.

• If such xxxxxxxx or meter readings as of the Business Day preceding the Closing Date are not available for a utility service, the charges therefor shall be adjusted at the Closing on the basis of the per diem charges for the most recent prior period for which bills were issued and shall be further adjusted at the Final Closing Adjustment on the basis of the actual bills for the period in which the Closing takes place.

• Any net adjustment in favor of the Sellers shall be paid in cash by Purchaser to the Sellers no later than thirty (30) days after the Final Closing Adjustment.

• If the exact amount of taxes is not known at Closing, the proration will be based on an amount equal to 105% of the prior assessment year’s taxes and shall be adjusted once actual figures become available after Closing, as part of the Final Closing Adjustment.

More Definitions of Final Closing Adjustment

Final Closing Adjustment means the Closing Adjustment as shown in Parent’s calculation delivered pursuant to Section 2.09(a), if no notice of disagreement with respect thereto is timely delivered pursuant to Section 2.09(b); or if such a notice of disagreement is timely delivered, as agreed by Parent and the Equityholder Representative pursuant to Section 2.09(c) or in the absence of such agreement, as shown in the independent accountant’s calculation delivered pursuant to Section 2.09(c); provided that, in no event shall the Final Closing Adjustment be less than Parent’s calculation of the Closing Adjustment delivered pursuant to Section 2.09(a) or more than the Equityholder Representative’s calculation of the Closing Adjustment delivered pursuant to Section 2.09(b).

Final Closing Adjustment. (which could be positive or negative) shall equal (x) the Final Net Working Capital as determined pursuant to Sections 3.3(a) through (d) minus (y) the Estimated Net Working Capital. Upon the final determination of the Final Closing Adjustment, the following shall apply: (i) If the Final Closing Adjustment is a positive number, then Buyer shall promptly (but in any event within five (5) Business Days after the final determination of the Final Net Working Capital) wire transfer in immediately available funds to the Archway Representative the Final Closing Adjustment, to an account or accounts designated by the Archway Representative in accordance with Section 2.2(c) and Buyer and the Archway Representative shall execute a Joint Instruction Letter instructing the Escrow Agent to release the Holdback Amount (and any interest accrued thereon) to the Archway Representative in accordance with the terms of the Escrow Agreement. (ii) If the Final Closing Adjustment is a negative number, then (A) Buyer and the Archway Representative shall execute a Joint Instruction Letter instructing the Escrow Agent to release to Buyer the amount (in absolute value terms) of the Final Closing Adjustment from the Holdback Amount and to release to the Archway Representative any remaining balance of the Holdback Amount; and (B) if the Holdback Amount is not sufficient to fully pay the Final Closing Adjustment (in absolute value terms), the Archway Parties shall promptly (but in any event within five (5) Business Days after the final determination of the Final Closing Adjustment) pay to Buyer the difference between the Final Closing Adjustment (in absolute value terms) and the Holdback Amount, by wire transfer in immediately available funds to Buyer, pursuant to the wire transfer instructions provided by Buyer.

Final Closing Adjustment means (a) the Final Closing Cash, minus (b) the Final Closing Debt Amount, minus (c) the Final Negative Working Capital Adjustment (if any), plus (d) the Final Positive Working Capital Adjustment (if any).

Final Closing Adjustment shall have the meaning ascribed to it in the Subscription Agreement.

Final Closing Adjustment means the arithmetic sum of (i) the Seller Expenses as of the Close of Business on the Closing Date, plus (ii) the absolute value of the Final Working Capital Adjustment, plus (iii) the absolute value of the Indebtedness as of the Close of Business on the Closing Date, each as finally determined in accordance with Section 1.4(b).

Final Closing Adjustment means the Closing Adjustment as shown in Parent’s calculation delivered pursuant to Section 2.06(a), if no notice of disagreement with respect thereto is timely delivered pursuant to Section 2.06(b); or if such a notice of disagreement is timely delivered, as agreed by Parent and the Shareholder Representative pursuant to Section 2.06(c) or in the absence of such agreement, as shown in the independent accountant’s calculation delivered pursuant to Section 2.06(c); provided that, in no event shall the Final Closing Adjustment be less than Parent’s calculation of the Closing Adjustment delivered pursuant to Section 2.06(a) or more than the Shareholder Representative’s calculation of the Closing Adjustment delivered pursuant to Section 2.06(b); provided further, that if and only if the Final Closing Adjustment as determined in accordance with the preceding sentences of this definition is within $25,000 of the Estimated Closing Adjustment, then the Final Closing Adjustment shall be deemed to be equal to the Estimated Closing Adjustment.

Final Closing Adjustment is defined in Section 3.3(e).