Final Closing Net Working Capital Adjustment Amount means an amount, which may be positive or negative, equal to (i) the Final Closing Net Working Capital minus (ii) the Target Net Working Capital.
Final Closing Net Working Capital Adjustment Amount the “Final Closing Cash,” the “Final Closing Funded Indebtedness” and the “Final Closing Transaction Expenses” respectively. The fees, expenses and costs of the Accounting Arbitrator shall be borne by Buyer and Seller, respectively, in the proportion that the aggregate dollar amount of the disputed items submitted to the Accounting Arbitrator by such party that are unsuccessfully disputed by such party (as finally determined by the Accounting Arbitrator) bears to the aggregate dollar amount of disputed items submitted by Buyer and Seller.
Final Closing Net Working Capital Adjustment Amount means the Closing Net Working Capital Adjustment Amount, as finally determined in accordance with this Section 7.15. The parties agree that:
Examples of Final Closing Net Working Capital Adjustment Amount in a sentence
The Closing Balance Sheet, the Closing Net Working Capital, and the Final Closing Net Working Capital Adjustment Amount shall be prepared consistently with the Applicable Accounting Practices, including the accounting principles, methodologies, policies and procedures used in the example calculation of Target Net Working Capital set forth on Schedule 2.7.
Neither Buyer nor its Affiliates shall be entitled to indemnification under this Section 7.6(n) with respect to the amount of any liability for Taxes to the extent that such amount is expressly reflected as a Current Liability in the calculation of Final Closing Net Working Capital Adjustment Amount.
More Definitions of Final Closing Net Working Capital Adjustment Amount
Final Closing Net Working Capital Adjustment Amount the “Final Closing Cash,” the “Final Closing Funded Indebtedness” and the “Final Closing Transaction Expenses,” respectively.
Final Closing Net Working Capital Adjustment Amount has the meaning set forth in Section 2.8(e).
Final Closing Net Working Capital Adjustment Amount means the amount equal to the Final Closing Net Working Capital, minus the Target Net Working Capital (which may be a positive or negative number) and (ii) the “Final Aggregate Closing Merger Consideration” means (1) the Base Amount, plus (2) the Final Closing Cash, plus (3) the Final Closing Net Working Capital Adjustment Amount (whether such amount is a positive number or a negative number (and for the avoidance of doubt, in the case of a negative number, with the addition of such negative number pursuant to this clause (3) having the same arithmetic result as the subtraction of the absolute value of such negative number)), minus (4) the Final Closing Indebtedness, minus (5) the Final Transaction Expenses, minus (6) the Adjustment Escrow Amount, minus (7) the Equityholder Representative Expense Amount, minus (8) the Aggregate Preferred Stock Closing Accrued Value, minus (9) the Aggregate Preferred Option Closing Accrued Value, plus (10) the Aggregate Option Exercise Price.
Final Closing Net Working Capital Adjustment Amount means the amount by which the Final Closing Net Working Capital exceeds the Target Net Working Capital by more than One Million Dollars ($1,000,000) or the amount by which the Target Net Working Capital exceeds the Final Closing Net Working Capital by more than One Million Dollars ($1,000,000), as applicable (which amount will be reflected as (i) a positive number if the Final Closing Net Working Capital exceeds the Target Net Working Capital by more than One Million Dollars ($1,000,000), and (ii) a negative number if the Target Net Working Capital exceeds the Final Closing Net Working Capital by more than One Million Dollars ($1,000,000). For the avoidance of doubt, if the Final Closing Net Working Capital does not exceed the Target Net Working Capital by more than One Million Dollars ($1,000,000), or vice versa, the Final Closing Net Working Capital Adjustment Amount shall be zero.