Final Closing Transaction Expenses definition

Final Closing Transaction Expenses has the meaning ascribed to it in Section 2.7(a)(iv).

Final Closing Transaction Expenses means the Closing Transaction Expenses set forth in the Final Closing Statement, as finally determined pursuant to Section 1.3.

Final Closing Transaction Expenses. The consolidated Cash of the Centerre Companies as of the Effective Time as reflected in the Final Closing Balance Sheet is referred to herein as the “Final Closing Cash”.

Examples of Final Closing Transaction Expenses in a sentence

• The Company shall consider in good faith all comments or objections Parent has with respect to the Final Closing Transaction Expenses Amount or any component thereof.

• The “ Final Purchase Price” shall equal the Initial Purchase Price minus the Net Working Capital Deficit (if any), plus the Net Working Capital Surplus (if any), plus the Final Closing Cash Amount, minus the Final Closing Loan Indebtedness, minus the Final Closing Transaction Expenses.

• Any such payment (the “Post-Closing Adjustment”) shall be made within five (5) Business Days after the Final Closing Net Working Capital, Final Closing Cash, Final Closing Indebtedness and Final Closing Transaction Expenses are finally determined as contemplated by Section 2.06(h) and payable in cash in accordance with Section 2.10.

• If the Final Closing Transaction Expenses Amount is less than the Estimated Closing Transaction Expenses Amount by more than $500,000.00 (such shortfall over $500,000, the “Closing Transaction Expenses Amount Shortfall”, then the per Unit Merger Consideration of$9,838 specified in Section 2.5(a) shall be increased by an amount equal to the quotient obtained by dividing the Closing Transaction Expenses Amount Shortfall by 167,557.

• If the Final Closing Transaction Expenses Amount is less than the Estimated Closing Transaction Expenses Amount by more than $500,000.00 (such shortfall over $500,000, the “Closing Transaction Expenses Amount Shortfall”, then the per Unit Merger Consideration of $9,838 specified in Section 2.5(a) shall be increased by an amount equal to the quotient obtained by dividing the Closing Transaction Expenses Amount Shortfall by 167,557.

More Definitions of Final Closing Transaction Expenses

Final Closing Transaction Expenses means the amount of Closing Transaction Expenses as finally determined pursuant to Section 2.9(a).

Final Closing Transaction Expenses and “Final Closing Cash”, respectively. The fees and expenses of the Accountants shall be allocated between the parties based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. Buyer and the Securityholders’ Representative agree that they will, and agree to cause their respective representatives and independent accountants to cooperate and assist in the preparation of the Final Closing Statement and in the conduct of the audits and reviews referred to in this Section 2.17(b), including, without limitation, the making available to the extent necessary of books, records, work papers and personnel.

Final Closing Transaction Expenses and “Final Contributed Cash,” as applicable. Any delay in delivering such report shall not invalidate such determination or deprive the Independent Accountant of jurisdiction to resolve the Remaining Items. In no event shall the Independent Accountant assign a value to the Post-Closing Adjustment Amount or any Remaining Item that is greater than the highest, or less than the lowest, calculation thereof proposed by the applicable Parties. The Independent Accountant’s determination as to the Remaining Items and the Post-Closing Adjustment Amount shall, absent manifest error, be final and binding upon the Parties and not be subject to judicial review. The costs, fees and expenses of the Independent Accountant shall be paid by the Sellers, on the one hand (and then in accordance with the Purchase Price Allocation Schedule), and the Purchaser, on the other hand, based on the degree to which the Independent Accountant’s determination of the aggregate amount of the Remaining Items accepts each applicable Party’s respective positions with respect thereto. For example, if the Seller Representative’s position is that the aggregate amount of the Remaining Items is $300, the Purchaser’s position is that the aggregate amount of the Remaining Items is $100 and the Independent Accountant determines that the aggregate amount of the Remaining Items is $150, then the Sellers shall pay 75% ($300 - $150 / $300 - $100) and the Purchaser shall pay 25% ($150 - $100 / $300 - $100), respectively, of the Independent Accountant’s costs, fees and expenses.

Final Closing Transaction Expenses and “Final Purchase Price” shall mean the definitive Closing Transaction Expenses, Closing Indebtedness, Closing Cash Amount, Closing Net Working Capital, Closing Transaction Expenses and the final adjusted Closing Purchase Price agreed to (or deemed to be agreed to) by Buyer and the Equityholder Representative in accordance with Sections 2.5(c) and 2.5(e) hereof or resulting from the determinations made by the Neutral Auditors in accordance with this Section 2.5(d) (in addition to those items theretofore agreed to by the Equityholder Representative and Buyer). The costs and expenses of the Neutral Auditors shall be allocated between the Equityholder Representative, on the one hand, and Buyer, on the other hand, based upon the percentage that the portion of the contested aggregate amount not awarded to the Equityholder Representative or Buyer bears to the aggregate amount actually contested by the Equityholder Representative or Buyer, respectively. For example, if the Equityholder Representative claims that the appropriate adjustments in the aggregate are $1,000 more than the amount determined by Buyer and if the Neutral Auditors ultimately resolve the dispute by awarding to the Equityholder Representative $800 of the $1,000 contested amount, then the costs and expenses of the Neutral Auditors will be allocated 20% (i.e., 200 ÷ 1,000) to the Equityholder Representative and 80% (i.e., 800 ÷ 1,000) to Buyer.

Final Closing Transaction Expenses is defined in Section 2.03(g).

Final Closing Transaction Expenses means Closing Transaction Expenses (i) as shown in Parent’s calculation delivered pursuant to ‎‎Section 2.11(a), if no notice of disagreement with respect thereto is duly delivered pursuant to ‎Section 2.11(b), or (ii) if such a notice of disagreement is duly delivered, (A) as agreed by the Holder Representative and Parent pursuant to ‎‎Section 2.11(c) or (B) in the absence of such agreement, as shown in the Accounting Referee’s calculation delivered pursuant to ‎‎Section 2.11(c); provided that in no event shall Final Closing Transaction Expenses be more than Parent’s calculation of Closing Transaction Expenses delivered pursuant to ‎Section 2.11(a) or less than the Holder Representative’s calculation of Closing Transaction Expenses delivered pursuant to ‎‎Section 2.11(b).

Final Closing Transaction Expenses means the Closing Transaction Expenses (a) as set forth in the Final Statement delivered by the Buyer and accepted by the Sellers, whether expressly or by their failure to timely deliver a written notice of dispute in accordance with Section 2.4(b); (b) as finally determined by the Accounting Firm pursuant to Section 2.4(b); (c) as set forth in the Estimated Closing Statement or as determined by the Independent Accounting Firm under Section 2.4(c); or (d) as agreed in any written agreement between the Buyer and JI.