Final Closing Cash Purchase Price definition

Final Closing Cash Purchase Price has the meaning set forth in Section 1.03(a).

Final Closing Cash Purchase Price means (i) the Base Cash Purchase Price, minus (ii) the Indebtedness Amount as finally determined pursuant to Section 2.2, plus (iii) the Cash Amount as finally determined pursuant to Section 2.2, minus (iv) the Transaction Expenses, as finally determined pursuant to Section 2.2, minus (v) the Seller Reserve Fund.

Final Closing Cash Purchase Price. As defined in Section 2.2(a).

Examples of Final Closing Cash Purchase Price in a sentence

• All fees and expenses of the Neutral Accountant shall be borne by the party whose estimate of the Purchase Price as submitted to the Neutral Accountant is farthest from the Final Closing Cash Purchase Price as finally determined by the Neutral Accountant.

• Following such review, the Neutral Accountant shall deliver a written opinion setting forth its final determination of the Final Closing Cash Purchase Price, which shall be final, binding and conclusive on the Sellers and Buyer and shall be used in computing the amount of any adjustment pursuant to this Section 1.03.

• The Seller Reserve Fund will be retained by or on behalf of the Seller until such time as the Seller determines in its sole discretion, provided that the Seller Reserve Fund will, at a minimum, be retained until such time as the Final Closing Cash Purchase Price has been determined pursuant to Section 2.3. For U.S. federal income tax purposes, the Seller Reserve Fund will be treated as having been received and voluntarily set aside by the Seller at the time of Closing.

• Any adjusted Tax Gross-Up Amount shall be determined and paid as part of the Final Closing Cash Purchase Price in accordance with Section 1.04.

• Perhaps financial trends over the past few years have been moving in the wrong direction.

• For purposes of this Agreement and subject to Section 1.3(d) and Section 1.3(e) below, the term “Final Adjustment Amount” shall mean an amount that would otherwise need to be paid by Buyer or refunded by the Members so that the total Closing Cash Purchase Price paid equals the Final Closing Cash Purchase Price.

• The determination of the Cash Amount, Indebtedness Amount, Transaction Expenses and the resulting Final Closing Cash Purchase Price calculated with reference thereto, in each case in the manner contemplated by this Section 2.2, shall become final and binding on the Parties on the date the Valuation Firm delivers its final resolution in writing to the Seller and the Purchaser absent manifest error or fraud.

• During the Review Period, Buyer shall upon reasonable advance notice permit Member Representative and Member Representative’s advisors to have reasonable access to the books, records and other documents of the Company pertaining to or used in connection with the preparation of the Closing Date Statement and calculation of the Final Closing Cash Purchase Price and provide Member Representative with copies thereof (as reasonably requested by Member Representative).

• The aggregate consideration (to be delivered at the Closing in the manner described in Section 2.5(c) and adjusted as provided in Section 2.4 for the Purchased Equity, the Real Estate and the Equipment to be purchased by the Buyers hereunder shall be an aggregate amount equal to the Final Closing Cash Purchase Price.

• The Valuation Firm shall make a final determination of the Cash Amount, Indebtedness Amount, Transaction Expenses, Working Capital Adjustment Amount, and the resulting Final Closing Cash Purchase Price calculated with reference to such amounts (solely to the extent such amounts are in dispute) in accordance with the guidelines and procedures set forth in this Agreement and on Exhibit D.

More Definitions of Final Closing Cash Purchase Price

Final Closing Cash Purchase Price means an aggregate amount equal to (a) One Hundred Sixty-Seven Million Five Hundred Thousand Dollars ($167,500,000), plus (b) Final Cash, plus (c)(x) the amount, if any, that Final Working Capital is greater than Working Capital Target or minus (y) the amount, if any, that Final Working Capital is less than Working Capital Target,

Final Closing Cash Purchase Price. The Member Representative shall have a period (the “Review Period”) of thirty (30) days from the delivery of the Closing Date Statement to review such statement. During the Review Period, Buyer shall upon reasonable advance notice permit Member Representative and Member Representative’s advisors to have reasonable access to the books, records and other documents of the Company pertaining to or used in connection with the preparation of the Closing Date Statement and calculation of the Final Closing Cash Purchase Price and provide Member Representative with copies thereof (as reasonably requested by Member Representative). If, as a result of such review, the Member Representative disagrees with the Closing Date Statement, the Member Representative shall deliver to Buyer a written notice of disagreement (a “Dispute Notice”) prior to the expiration of the Review Period setting forth in reasonable detail the basis for such dispute, the specific items and amounts in dispute, and the Member Representative’s alternative calculation of the Closing Date Statement (including the alternative calculations of each disputed line item). For purposes of this Agreement and subject to Section 1.3(d) and Section 1.3(e) below, the term “Final Adjustment Amount” shall mean an amount that would otherwise need to be paid by Buyer or refunded by the Members so that the total Closing Cash Purchase Price paid equals the Final Closing Cash Purchase Price.