Final Closing Amount definition

Final Closing Amount has the meaning set forth in Section 3.2(a).
Final Closing Amount shall be equal to (i) the Cash Purchase Price, minus (ii) the amount of Indebtedness as finally determined pursuant to this Section 2.3, minus (iii) the amount of Seller Transaction Expenses as finally determined pursuant to this Section 2.3.2, plus (iv) the amount, if any, by which the Working Capital as finally determined pursuant to this Section 2.3.2 (the “Final Working Capital”) is greater than the Target Working Capital Amount, minus (v) the amount, if any, by which the Final Working Capital is less than the Target Working Capital Amount, plus (vi) Buyer’s Hawthorne Adjustment. Within ten (10) days after the determination of the Final Closing Amount:
Final Closing Amount has the meaning set forth in Section 1.3 of this Agreement.

Examples of Final Closing Amount in a sentence

  • Parent shall provide access to and make reasonably available to the Member Representative and its agents, advisors and representatives all books, records, work papers, schedules and calculations used in preparing Parent's determination of the Final Closing Amount.

  • As promptly as practicable, but in no event later than sixty (60) days after the Closing, Parent shall deliver to the Member Representative Parent's determination of the actual amounts of Cash of the Company as of the close of business on the Closing Date (the "Final Closing Amount").

  • Parent and the Member Representative shall instruct the Accounting Firm to resolve all disagreements over the computations of the Final Closing Amount at an amount determined by the Member Representative or at an amount determined by Parent or at any amount between such amounts.

  • The resolution of such disagreements and the determination of the Final Closing Amount by the Accounting Firm shall be final and binding on Parent, the Member Representative and the Members.

  • Parent and the Member Representative shall use reasonable efforts to cause the Accounting Firm to resolve all disagreements over the Final Closing Amount as soon as practicable, but in any event within thirty (30) days after submission of the dispute to the Accounting Firm.


More Definitions of Final Closing Amount

Final Closing Amount means the following, as finally determined pursuant to this Section 3.2: (i) the Base Consideration (subject, for the avoidance of doubt, to any adjustments pursuant to the proviso in Section 3.1(a)(i)); (ii) reduced by the amount, if any, by which Final Net Working Capital is less than the Target Working Capital, (iii) increased by the amount, if any, by which Final Net Working Capital is greater than the Target Working Capital,
Final Closing Amount as defined in Section 2.7(b).
Final Closing Amount shall have the meaning specified in Section 3.3.
Final Closing Amount has the meaning ascribed to it in Section 2.8(b)(iii).
Final Closing Amount means the Closing Amount as set forth in the Final Closing Statement.
Final Closing Amount means the following, as finally determined pursuant to this Section 3.2: (i) the Base Consideration; (ii) reduced by the amount, if any, by which Final Net Working Capital is less than the Estimated Net Working Capital; (iii) increased by the amount, if any, by which Final Net Working Capital is greater than the Estimated Net Working Capital; (iv) reduced by the amount of Final Cash, if Final Cash is a negative number; (v) increased by the amount of Final Cash, if Final Cash is a positive number; (vi) reduced by the amount of Final Indebtedness; and (vii) reduced by the amount of Final Transaction Expenses.
Final Closing Amount for purposes of this Section 3.3, shall mean the Purchase Price (i) set forth in the Final Closing Amount Statement if no Dispute Notice is delivered by Purchaser pursuant to Section 3.3(a), (ii) as agreed by Seller and Purchaser pursuant to Section 3.3(b) or (iii) in the absence of such agreement, as shown in the Independent Accountant’s calculation delivered pursuant to Section 3.3(b).