Final Closing Purchase Price definition

Final Closing Purchase Price has the meaning set forth in Section 2.1(a).

Final Closing Purchase Price means the portion of the Purchase Price allocated to the Final Closing.

Final Closing Purchase Price means (i) if the Parent Seller fails to deliver a written statement specifying objections in accordance with Section 2.6(c), the Closing Purchase Price as set forth in the Closing Statement or (ii) if the Parent Seller delivers a written statement of objection, the Closing Purchase Price mutually agreed by negotiation of the parties and/or by submission to the Accounting Firm as contemplated by Section 2.6(c), the Closing Purchase Price as so resolved.

Examples of Final Closing Purchase Price in a sentence

• Any amounts paid pursuant to this Section 6.5 or Section 2.10 or Section 9.19 hereof shall be treated as an adjustment to the Final Closing Purchase Price for all Tax purposes to the extent permitted by applicable Law.

• If, during the period between the Closing and the determination of the Final Closing Purchase Price, Buyer or any of its Affiliates (including, after the Closing, the Companies) takes a Disregarded Action without the prior written consent of the Parent (such consent not to be unreasonably withheld, conditioned or delayed), such Disregarded Action and the consequences thereof shall be disregarded for purposes of determining the Final Closing Purchase Price.

• In the event that the Seller does not notify the Buyer, within twenty (20) calendar days after receipt of the Final Pricing Statement, that the Seller has any objections to the Buyer’s calculation of the Final Closing Purchase Price as reflected in the Final Pricing Statement, then the Buyer’s calculation of the Final Closing Purchase Price shall be final hereunder.

• The Final Closing Purchase Price as finally agreed by the parties or as determined by the Independent Accounting Firm as described herein shall be the Final Closing Purchase Price for all purposes hereof.

• Buyer shall make the Company’s financial records, accounting personnel and advisors available to Seller, his accountants and other representatives at reasonable times during Seller’s review of, and the resolution of any objections with respect to, the Final Pricing Statement and Final Closing Purchase Price.

More Definitions of Final Closing Purchase Price

Final Closing Purchase Price means an amount equal to the Aggregate Purchase Price calculated as set forth in Section 2.2, assuming for purposes of such calculation that the Net Working Capital Amount is equal to the final Net Working Capital Amount set forth in the Final Post-Closing Adjustment (“Final Net Working Capital Amount”), the Indebtedness is equal to the final Indebtedness set forth in the Final Post-Closing Adjustment, that the Transaction Expenses are equal to the final Transaction Expenses set forth in the Final Post-Closing Adjustment and that the Deferred Revenue Excess is equal to the final Deferred Revenue Excess set forth in the Final Post-Closing Adjustment. Buyer shall provide Seller with reasonable access to the work papers in connection with the calculation of the Preliminary Post-Closing Adjustment and the proposed Final Closing Purchase Price. If Seller sends a Dispute Notice, Buyer and Seller shall use commercially reasonable efforts to reconcile such disputes and reach agreement on the Closing Date Balance Sheet or the Final Post-Closing Adjustment. If they are unable to resolve any such difference within the Review Period, such remaining difference(s) will be submitted to a an independent accounting firm of national reputation mutually agreed upon by Buyer and Seller, provided that if the Buyer and Seller cannot agree on such accounting firm within ten (10) days after the expiration of the Review Period, then one accounting firm will be selected by lot from among independent accounting firms (the “Independent Accountant”) for prompt determination. Buyer and Seller shall instruct the Independent Accountant to make a final determination of such difference(s), and only such differences, in accordance with the guidelines and procedures set forth in this Agreement and the applicable definitions set forth herein (e.g., the calculations set forth on the Closing Certificate, Net Working Capital Amount, Indebtedness, Transaction Expenses and Deferred Revenue Excess) and shall request that such determination be delivered not more than thirty (30) days following submission of such differences. Buyer and Seller will cooperate with the Independent Accountant during the term of its engagement. Buyer and Seller shall instruct the Independent Accountant not to assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand, or less than the smallest value for such item assigned by Buyer, o...

Final Closing Purchase Price means up to $500,000;

Final Closing Purchase Price shall be the Purchase Price as adjusted by the Post-Closing Adjustment, less the XXX Purchase Price. As used herein, the “Post-Closing Adjustment” shall be an amount equal to the Final Inventory Value, less $7,722,759 (the value of the Inventory as shown in the balance sheet of the Business as of the Balance Sheet Date, a copy of which is attached hereto as Appendix 1), plus the Final Tangible Personal Property Value, less $1,462,934 (the value of the inventories and the value of the property, plant & equipment, respectively, as shown in the balance sheet of the Business as of the Balance Sheet Date, a copy of which is attached hereto as Appendix 1); provided, however, that any excess of the difference between $1,462,934 and the Final Tangible Personal Property Value over $2,000,000 shall be disregarded. If the Post-Closing Adjustment is a positive number, the Final Closing Purchase Price shall be increased by an amount of such excess. If the Post-Closing Adjustment is a negative number, the Final Closing Purchase Price shall be decreased by an amount of such deficiency.

Final Closing Purchase Price will mean the Proposed Final Closing Purchase Price as finally revised pursuant to this Section 2.7.

Final Closing Purchase Price means (i) the Base Purchase Price, minus (ii) the Indebtedness Amount as finally determined pursuant to Section 2.2, plus (iii) the amount, if any, by which the Net Working Capital Amount as finally determined pursuant to Section 2.2 exceeds the Target Net Working Capital Amount, minus (iv) the amount, if any, by which the Target Net Working Capital Amount exceeds the Net Working Capital Amount as finally determined pursuant to Section 2.2, plus (v) the Cash Amount as finally determined pursuant to Section 2.2, minus (vii) the Transaction Expenses, as finally determined pursuant to Section 2.2, minus (viii) the Escrow Amount.

Final Closing Purchase Price means (a) the Base Purchase Price, plus (b) the Final WC Overage Amount, as finally determined pursuant to Section 2.2, if any, minus (c) the Final WC Underage Amount, as finally determined pursuant to Section 2.2, if any, minus (d) the Final Closing Indebtedness Amount, as finally determined pursuant to Section 2.2, plus (e) the Final Closing Cash Amount, as finally determined pursuant to Section 2.2.

Final Closing Purchase Price will be the amount equal to all paid installments of the Base Payment (A) plus the amount, if any, by which the Final Tangible Net Worth exceeds the Target Tangible Net Worth, or (B) less the amount, if any, by which the Target Tangible Net Worth exceeds the Final Tangible Net Worth (the amount resulting from the adjustment, if any, caused by (A) or (B) above, the “Final Tangible Net Worth Adjustment”).