Final Closing Adjustment Amount definition

Final Closing Adjustment Amount has the meaning set forth in Section 2.1(c)(v).

Final Closing Adjustment Amount means, with respect to any determination of the Closing Adjustment Amount (as defined below): (1) if no notice of disagreement is delivered by either party in accordance with Section 2.5(b) with respect to the other party's determination of an element used to calculated the Closing Adjustment Amount, the Closing Adjustment Amount calculated based on the amounts in the Comcast Statement and the Time Warner Cable Statement; (2) if either party delivers a notice of disagreement in accordance with Section 2.5(b) and the parties reach agreement on all disputed items within 30 days following such delivery, the Closing Adjustment Amount as determined in accordance with such agreement; or (3) if either party delivers a notice of disagreement in accordance with Section 2.5(b) and the parties fail to reach agreement within 30 days, the Closing Adjustment Amount as calculated based on the undisputed amounts in the Comcast Statement and Time Warner Cable Statement and with respect to disputed items, as determined by the Accounting Referee. As used herein, the term "Closing Adjustment Amount" means the sum of the Subscriber Adjustment Amount and the Closing Net Liabilities Amount.

Final Closing Adjustment Amount means a dollar amount, which may be a negative number, equal to the Final Closing Working Capital Adjustment Amount minus the Final Closing Indebtedness Adjustment Amount.

Examples of Final Closing Adjustment Amount in a sentence

• In addition, Transferee Parent shall recognize, as to each Transferred Native Employee, all vacation, sick days and other paid time off accrued by such Transferred Native Employee but unused as of the Closing Date, in each case to the extent such Liabilities are reflected in the Net Liabilities Adjustment Amount used to calculate the Final Closing Adjustment Amount.

• The Members and Parent will reasonably cooperate and assist as and if requested by Parent or the Member, as applicable, in the preparation of the Closing Balance Sheet and the calculation of the Final Closing Adjustment Amount and in the conduct of the audits and reviews referred to in this Section 2.08, including the making available to the extent necessary of books, records, work papers and personnel.

• In the biological opinion, NMFS determined that the amount or extent of anticipated take, coupled with other effects of the proposed action, is not likely to result in jeopardy to the species or destruction or adverse modification of critical habitat.

• To the extent that any payment is made with respect to any particular Loss under ARTICLE VIII or such Loss is reflected on the Final Closing Statement and resulted in a reduction to Final Closing Adjustment Amount, no recovery in respect of the same Claim will be available under this ARTICLE XII.

• Promptly, but no later than ninety (90) days after its acceptance of its appointment as the Independent Accounting Firm, the Independent Accounting Firm shall determine, based solely on the written submissions of Table of Contents Purchaser and Seller and not by independent review, those items in dispute on the Post-Closing Statement and shall render a written report as to the resolution of each dispute and the resulting calculation of the Final Closing Adjustment Amount.

More Definitions of Final Closing Adjustment Amount

Final Closing Adjustment Amount has the meaning ascribed to such term in Section 1.04(g).

Final Closing Adjustment Amount as defined in Section 2.5(b).

Final Closing Adjustment Amount means, with respect to each Newco, the Closing Adjustment Amount as set forth in the Transferee's Statement for such Newco and, in the event of an Objection Notice, as adjusted by either the agreement of Transferor and Transferee, or by the Accounting Referee, acting pursuant to Section 2.4.

Final Closing Adjustment Amount determined using the Final Post-Closing Statement means an amount equal to the Closing Net Working Capital, minus the Target Working Capital, plus the Closing Cash, minus the Closing Debt, minus the Closing Transaction Expenses. The Estimated Purchase Price shall be either (1) decreased by the amount, if any, by which the Final Closing Adjustment Amount is less than the Estimated Closing Adjustment Amount, or (2) increased by the amount, if any, by which the Final Closing Adjustment Amount is greater than the Estimated Closing Adjustment Amount. Any adjustment to the Estimated Purchase Price provided for in this Section 1.04(g) is referred to as the “Purchase Price Adjustment.”

Final Closing Adjustment Amount means the Final Closing Net Cash as calculated pursuant to Section 2.6(c)(iii) minus the Final Closing Working Capital Adjustment Amount.

Final Closing Adjustment Amount has the meaning set forth in Section 3.3(j).

Final Closing Adjustment Amount means the actual Closing Adjustment Amount as determined pursuant to the procedures set forth in Section 2.5.