Final Closing Working Capital Amount definition

Final Closing Working Capital Amount and the Closing Working Capital Statement agreed to by the Parties shall be deemed to be the “Final Closing Working Capital Statement.”

Final Closing Working Capital Amount means the Closing Working Capital Amount calculated on the basis of the Final Closing Date Balance Sheet.

Final Closing Working Capital Amount is defined in Section 2.4(c).

Examples of Final Closing Working Capital Amount in a sentence

• Such adjustment amount (after taking into account any adjustment previously made to the Purchase Price pursuant to Section 1.3(b)) shall be paid by Seller to Buyer, in the case of a reduction to the Purchase Price, or by Buyer to Seller, in the case of an increase in the Purchase Price, within three (3) Business Days of the final determination of the Final Closing Working Capital Amount in immediately available funds to an account designated by the recipient.

• If Seller objects to the Audited Closing Balance Sheet by written notice to Purchaser within such 15-business day period, which notice shall contain Seller's calculation of what it believes to be the Final Closing Total Assets and the Final Closing Working Capital Amount then Purchaser and Seller will promptly meet to resolve any differences regarding the Audited Closing Balance Sheet.

• If the parties resolve such dispute, then the Closing Working Capital agreed to by the parties shall be deemed, respectively, to be the Final Closing Working Capital Amount.

• All material Taxes due and payable by the Target Companies prior to the Closing have been, or will have been, paid in full prior to the Closing or accrued as a Current Liability in the Final Closing Working Capital Amount.

More Definitions of Final Closing Working Capital Amount

Final Closing Working Capital Amount has the meaning set forth in Section 1.04(b).

Final Closing Working Capital Amount means (i) the Closing Working Capital Amount as set forth on the Closing Working Capital Statement if the Seller Representative accepts the Closing Working Capital Statement as delivered or does not deliver a Notice of Objection during the Objection Period, or (ii) the Closing Working Capital Amount determined pursuant to Section 2.6(d) above, if the Seller Representative delivers a Notice of Objection.

Final Closing Working Capital Amount and/or final amounts of the Closing Date Indebtedness, Closing Cash, and/or the unpaid Seller Transaction Expenses, as the case may be, for purposes of this Agreement.

Final Closing Working Capital Amount means the dollar amount of the Working Capital as of 12:01 a.m. Mountain Time on the Closing Date, as deemed final, binding, and conclusive in accordance with Section 2.06.

Final Closing Working Capital Amount means the Closing Working Capital Amount, in each case as finally agreed or determined in accordance with this Section 2.10. Upon such final agreement or determination, the Initial Merger Consideration shall be recalculated as follows: (i) increased by the sum of (1) the amount, if any, that the Estimated Company Transaction Expenses exceeds the Final Company Transaction Expenses, plus (2) the amount, if any, that the Final Closing Date Cash exceeds the Estimated Closing Date Cash, plus (3) the amount, if any, that the Estimated Assumed Indebtedness exceeds the Final Assumed Indebtedness, plus (4) the amount, if any, that the Final Closing Working Capital Amount exceeds the Estimated Closing Working Capital Amount; and (ii) decreased by the sum of (1) the amount, if any, that the Final Company Transaction Expenses exceeds the Estimated Company Transaction Expenses, plus (2) the amount, if any, that the Estimated Closing Date Cash exceeds the Final Closing Date Cash, plus (3) the amount, if any, that the Final Assumed Indebtedness exceeds the Estimated Assumed Indebtedness, plus (4) the amount, if any, that the Estimated Closing Working Capital Amount exceeds the Final Closing Working Capital Amount (such recalculated amount, the “Final Merger Consideration”).

Final Closing Working Capital Amount means the Closing Working Capital Amount, as deemed final, binding, and conclusive in accordance with Section 2.06. “Financial Statements” has the meaning set forth in Section 4.05.

Final Closing Working Capital Amount shall be determined as described in Section 2(e)(i)(A) above using the Final Closing Balance Sheet for such calculation and such amount shall be compared with the Estimated Closing Working Capital Amount. If the Final Closing Working Capital Amount is less than the Estimated Closing Working Capital Amount, then an amount equal to the difference shall be paid on a dollar-for-dollar basis by Seller to Buyer in immediately available funds. If the Final Closing Working Capital Amount is more than the Estimated Closing Working Capital Amount, then an amount equal to the difference shall be paid (on a dollar-for-dollar basis) by Buyer to Seller in immediately available funds.