Final Closing Cash Consideration definition

Final Closing Cash Consideration has the meaning set forth in Clause 2.07(c).

Final Closing Cash Consideration means an amount equal to (a) the Closing Cash Base Amount plus (b) the amount, if any, by which Net Working Capital exceeds the Target Net Working Capital less (c) the amount, if any, by which the Target Net Working Capital exceeds Net Working Capital less (d) Company Indebtedness (other than the PPP Loan) less (e) the PPP Loan Amount less (f) Company Transaction Expenses less (g) the Holdback.

Final Closing Cash Consideration means an amount equal to:

Examples of Final Closing Cash Consideration in a sentence

• Notwithstanding anything to the contrary herein, in no event shall any Indemnified Party be entitled to indemnification under this Article VIII with respect to the items required to be included or reflected in the calculation of the Working Capital Adjustment Amount, the Assumed Indebtedness Amount, any Seller Parent/Buyer Contracts Amounts (including the Closing Collaboration Adjustment Amount) or the Final Closing Cash Consideration.

• Such amounts shall be paid by the Stockholders no later than ten (10) Business Days following the date on which the Final Closing Cash Consideration is finally determined pursuant to Section 2.11(b) or Section 2.11(c).

• In the event that the Net Encumbered Cash as finally determined pursuant to this Section 2.06(f) is lower than the amount of Net Encumbered Cash included in the calculation of the Final Closing Cash Consideration, the difference shall be paid by the Purchaser to the Seller in the same manner as set forth in Section 2.04(g)(ii), mutatis mutandis.

• As soon as practicable following the determination of the Final Closing Cash Consideration in accordance with Section 2.4 (but in no event more than one hundred eighty (180) days after the Closing Date), Buyer shall prepare a draft schedule reflecting the allocation of the Allocable Amount (including to the covenants and agreements set forth in Section 5.1) in accordance with Exhibit I and shall submit such allocation to Seller Representative for review.

• Such amounts shall be paid by Parent no later than ten (10) Business Days following the date on which the Final Closing Cash Consideration is finally determined pursuant to Section 2.11(b) or Section 2.11(c).

More Definitions of Final Closing Cash Consideration

Final Closing Cash Consideration means Closing Cash Consideration: (1) as shown in Purchaser’s Closing Statement if no notice of disagreement with respect thereto is duly delivered in accordance with Section 2.3(e); or (2) if such a notice of disagreement is so delivered, then: (A) as agreed by Seller and Purchaser pursuant to Section 2.3(f) or (B) in the absence of such agreement, as shown in the Accounting Referee’s calculation delivered pursuant to Section 2.3(f).

Final Closing Cash Consideration means the Closing Cash Consideration, as finally determined in accordance with this Section 2.08. The parties agree that:

Final Closing Cash Consideration means the Closing Cash Consideration (i) as shown in Buyers’ calculation thereof set forth on the Closing Statement delivered pursuant to Clause 2.06(a), if Seller does not deliver any notice of disagreement with respect thereto pursuant to Clause 2.06(b); or (ii) if Seller does deliver such a notice of disagreement, (A) as agreed by Buyers and Seller pursuant to Clause 2.06(c) or (B) in the absence of such agreement, as determined by the Independent Accountants pursuant to Clause 2.06(c), provided that in no event shall Final Closing Cash Consideration be more than the Seller’s calculation of Closing Cash Consideration delivered pursuant to Clause 2.06(b) or less than Buyers’ calculation of Closing Cash Consideration delivered pursuant to Clause 2.06(a).

Final Closing Cash Consideration means (a) Closing Base Cash Consideration, plus (b) the Closing Cash and (c) the Working Capital Adjustment Amount (which may be a negative number), and minus (d) the Closing Indebtedness, (e) the Identified Divestiture Target Amount, and (f) the Consent Impact Amount, in the case of each of clauses (b), (c), (d) and (f), as finally determined pursuant to Section 1.05.

Final Closing Cash Consideration means the Closing Cash Consideration (i) as shown in Buyers’ calculation thereof set forth on the Closing Statement delivered pursuant to Clause 2.06(a), if Seller does not deliver any notice of disagreement with respect thereto pursuant to Clause 2.06(b); or

Final Closing Cash Consideration means an amount equal to (a) the Closing Cash Base Amountplus (b) the amount, if any, by which Net Working Capital exceeds the Target Net Working Capital less (c) the amount, if any, by which the Target Net Working Capital exceeds Net Working Capital less (d) Company Indebtedness less (e) Company Transaction Expenses.

Final Closing Cash Consideration means an amount equal to (a) the Closing Cash Base Amountplus (b) the amount, if any, by which Net Working Capital exceeds the Target Net Working Capital less (c) the amount, if any, by which the Target Net Working Capital exceeds Net Working Capital plus (d) Company Cash less (e) Company Indebtedness (other than any loan made pursuant to the Paycheck Protection Program and included on the Company Disclosure Schedule) less (f) Company Transaction Expenses.