Examples of Final Closing Cash Balance in a sentence
Closing Working Capital and the Closing Cash Balance and any resulting Cash Makeup or Working Capital Makeup, as agreed upon by HOLL and the Shareholder Agent, as deemed agreed upon pursuant to thx xxst sentence of Section 1.6(d)(iii), or as determined by such accounting firm or arbitration, in accordance herewith, shall be termed the "Final Closing Working Capital" and the "Final Closing Cash Balance", and the "Final Cash Makeup" and the "Final Working Capital Makeup", respectively.
For the avoidance of doubt and by way of example of the foregoing, in the event that the Final Closing Cash Balance is U.S.$4,000,000, the Final Closing Working Capital Balance is U.S.$5,000,000 and the Base Price was increased by $4,000,000 at the Closing as the Closing Adjustment, then the Purchase Price shall be increased post-Closing by U.S.$2,000,000, which is the amount of the excess working capital that was not paid to the Sellers' at the Closing.
Buyer and the Seller Representative agree that the procedure set forth in this Section 3.2(b) for resolving disputes with respect to the Draft Closing Cash Balance Statement shall be the sole and exclusive method for resolving such disputes and the Final Closing Cash Balance Statement will be final, conclusive and binding on the parties; provided, that this provision shall not prohibit either Buyer or the Seller Representative from instituting litigation to enforce the ruling of the Accounting Firm.
For the avoidance of doubt, in no event shall the amount of the Final Closing Working Capital or Final Closing Cash Balance result in an increase in the Merger Consideration.