Final Deficiency definition

Final Deficiency has the meaning set forth in Section 1.4(b)(v).

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Final Deficiency shall have the meaning given to it in Section 2(e)(ii)(1) hereof.

Final Deficiency means the amount, if any, by which the Final Seller Closing Payment is less than the payments to Sellers calculated pursuant to Section 2(e)(vi).

Examples of Final Deficiency in a sentence

• Preliminary and Final Deficiency lists will document deficient items, responsible party, and include form space for item completion date, party providing final acceptance of the item, and the acceptance date.

• Preliminary and Final Deficiency lists will be posted to project files and EADOC.

• Any payment of the Final Deficiency by Seller or Final Excess by Buyer shall be due (i) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (ii) if there are Disputed Amounts, within five Business Days of the resolution described in Section 2.08(b).

• If the Final Closing Net Assets is less than the Estimated Closing Date Net Assets (a "Final Deficiency"), the Merger Consideration shall be reduced by such difference; provided, however, that the reduction in Merger Consideration in connection with such Final Deficiency shall be accomplished first by a reduction of the aggregate principal amount of the Notes and second, to the extent necessary, by wire transfer to Buyer of cash in immediately available funds.

• To the extent the Escrow Amount is not sufficient to fully satisfy the Final Deficiency, then the Seller Members shall, severally, and not jointly, in accordance with each Seller Member’s Equity Percentage be responsible for and shall promptly pay to Buyer any remaining amounts of the Final Deficiency by wire transfer of immediately available funds to account(s) designated by Buyer.

More Definitions of Final Deficiency

Final Deficiency means the amount, if any, by which the Final Purchase Price (as finally determined in accordance with Section 2.05) is less than the Estimated Purchase Price.

Final Deficiency means the amount, if any, by which the Final Seller Closing Payment exceeds the Estimated Seller Closing Payment.

Final Deficiency means the amount by which the Working Capital Target exceeds the Closing Working Capital Value.

Final Deficiency means separately, in respect of each Acquired Plan Group and the Asset Transfer Plans, the excess, but not below zero, of (i) the aggregate DBO for such Acquired Plan Group or the Asset Transfer Plans, as the case may be, as of the Closing Date over (ii) the sum of the book reserve as of the Closing Date and amounts funded as of the Closing Date for obligations under such Acquired Plan Group or for the Transferred Employees under the Asset Transfer Plans, respectively, in each case, calculated in accordance with Schedule 1.1(e). For purposes of the preceding sentence, "amounts funded" means, in the case of the Acquired Plans, the fair market value, as of the Closing Date, of assets which have been set aside to fulfill obligations under the Acquired Plans and, in the case of the Asset Transfer Plans, such portion of assets which have actually been transferred to the Buyer Benefit Plans in accordance with Section 5.7(c) to fulfill obligations under such Asset Transfer Plans for the Transferred Employees.

Final Deficiency means the amount, if any, by which the Final Purchase Price (as finally determined in accordance with ‎Section 2.05) is less than the Estimated Purchase Price.

Final Deficiency has the meaning given such term in Section 2.5(d).

Final Deficiency means the amount by which the Working Capital Target exceeds the Closing Working Capital Value. “Final Judgment” shall have the meaning set forth in Section 13.8(c).