Final Closing Amounts has the meaning set forth in Section 2.2(d)(ii).
Final Closing Amounts means, collectively, the Final Closing Working Capital Amount, the Final Closing Working Capital Adjustment Amount, the Final Closing Indebtedness Amount, the Final Closing Indebtedness Adjustment Amount, and the Final Closing Adjustment Amount.
Final Closing Amounts shall be the Adjustment Calculations, as applicable: (1) as shown in Buyer’s calculation thereof, if the Seller Representative does not duly deliver an Objection Statement in accordance with Section 1.3(c); or (2) if the Seller Representative duly delivers an Objection Statement in accordance with Section 1.3(a): either (A) as agreed by the Sellers and Buyer pursuant to Section 1.3(d); or (B) as shown in the Accounting Referee’s calculation delivered pursuant to Section 1.3(d); provided, however, that in no event shall Final Closing Amounts be more favorable to Buyer than Buyer’s calculation of the Adjustment Calculations or more favorable to the Sellers than the Sellers’ calculation in the Objection Statement. After the Final Closing Amounts have been determined, the Closing Payment shall be adjusted, if necessary, so that Buyer, on the one hand, and the Sellers, on the other hand, receive or make payments to each other so that, after taking into account the prior adjustments to the Closing Payment in this Section 1.3, Buyer will have paid and the Sellers will have received the appropriate Closing Payment. In furtherance of the foregoing, the following provisions shall apply.
Examples of Final Closing Amounts in a sentence
The amount of the ERC received after the Closing shall be included for the benefit of the Sellers in the calculation of the Closing Net Working Capital for the determination of the Final Closing Amounts.
More Definitions of Final Closing Amounts
Final Closing Amounts means the Final Closing Indebtedness.
Final Closing Amounts has the meaning specified in Section 1.5(g).
Final Closing Amounts has the meaning set forth in Section 2.7(b). “Final Closing Statement” has the meaning set forth in Section 2.7(b). “Final Submission” has the meaning set forth in Section 2.8(d). “Financial Reports” has the meaning set forth in Section 3.6. “Founders” means Xxxxxxx XxXxxxxxx and Xxxxxx XxXxxxxxx. “Fraud” means actual and intentional fraud with respect to the making of the representations and warranties pursuant to Article III or Article IV (as applicable), provided, that such actual and intentional fraud shall only be deemed to exist if, and the party asserting or relying on the occurrence of such actual and intentional fraud shall satisfy its burden of proof of establishing by clear and convincing evidence that, any of the individuals identified on Schedule 1.1(b) (in the case of an assertion by Purchaser) or any of the individuals included on Schedule 1.1(c) (in the case of an assertion by Sellers) had actual knowledge (as opposed to imputed or constructive knowledge) of a fact or matter that would make the representations and warranties made by a party pursuant to, in the case of Sellers, Article III, or, in the case of Purchaser, Article IV, inaccurate or untrue when and as made, and that such breach was committed with the express intention and purpose that the another party be deceived and rely thereon to its detriment. “Fundamental Representations” has the meaning set forth in Section 8.1. “GAAP” means generally accepted accounting principles. “Governmental Approval” has the meaning set forth in Section 3.5. “Governmental Authority” has the meaning set forth in Section 3.5.
Final Closing Amounts as defined in Section 2.5(b).