Final Closing Amounts definition

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. (i) If, upon determination of Final Net Working Capital, Buyer is required to pay an additional amount to the Sellers (such additional amount being the “PP Underpayment”): (i) the PP Holdback Amount shall be paid to the Sellers; and (ii) Buyer shall pay to the Sellers the PP Underpayment. (ii) If, upon determination of Final Closing Amounts, the Sellers are required to pay an additional amount to Buyer (such additional amount being the “PP Overpayment”), then the amount of the PP Overpayment shall be retained by Buyer from the PP Holdback Amount and the remainder of the PP Holdback Amount, if any, shall be paid to Sellers. To the extent the PP Overpayment exceeds the PP Holdback Amount, the entire PP Holdback Amount shall be retained by Buyer and Sellers shall be jointly and severally responsible, and shall pay, to Buyer the amount of such excess.

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.

Examples of Final Closing Amounts in a sentence

• Buyer shall cause the full amount of any cash refund received by Company for returns submitted prior to the Closing Date and received subsequent to Closing to be considered for the benefit of the Sellers in the calculation of the Closing Net Working Capital for purposes of the determination of the Final Closing Amounts.

• 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.

• If the Seller does not object to the Purchaser's Closing Report, or if the Purchaser agrees to accept the Seller's adjustments to the Purchaser's Closing Report, then the additional adjustments based on the then final Closing Amounts (the "Final Closing Amounts"), if any, shall be paid by Seller to the Purchaser as set forth in Section 2.2(c) above.

• The Final Closing Statement shall quantify in reasonable detail and with reasonably detailed back-up data to support such Final Closing Amounts.

• If the Seller objects to the Purchaser's Closing Report as set forth above and the Purchaser does not accept the Seller's proposed adjustments, then an independent accounting firm mutually satisfactory to the Seller and the Purchaser shall be engaged to determine the amount of the Closing Amounts and the Final Closing Amounts, such determination to be binding on the parties.

• If Seller Parent fails to deliver a Dispute Notice to Purchaser during the Dispute Period, the Final Closing Statement as prepared by Purchaser shall be deemed to have been correctly prepared, and Purchaser’s calculation of Final Closing Amounts shall be deemed to be final and correct and binding upon the parties hereto.

• Upon the final determination of the Final Closing Amounts, any necessary adjustments shall be made to the Preliminary Closing Balance Sheet.

• If Seller fails to deliver to Buyer a Dispute Notice within the Notice Period, the Final Closing Amounts and Buyer's computation of the Closing Adjustment Amount, if any, will be final and binding on the Parties.

• The Agreement may be executed by the parties in any number of counterparts and on separate counterparts, each of which shall constitute an original, but all the counterparts together shall constitute one and the same instrument.

• Such payment shall be made by Buyer within five (5) Business Days after the determination of all Final Closing Amounts become final and binding on the parties hereto by wire transfer in immediately available funds to a bank account designated by Seller.

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 as defined in Section 2.5(b).

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.