Final Surplus definition

Final Surplus means the amount, if any by which (a) the sum of (i) the Net Working Capital Surplus, if any, and (ii) the Cash Surplus, if any, exceeds (b) the sum of (i) the Net Working Capital Deficit, if any, and (ii) the Cash Deficit, if any.

Final Surplus means the amount, if any, by which (a) the sum of (i) the Net Working Capital Surplus, if any, (ii) the Cash Surplus, if any, (iii) the Indebtedness Surplus, if any, and (iv) the Company Transaction Expenses Surplus, if any, is greater than (b) the sum of (i) the Net Working Capital Deficit, if any, (ii) the Cash Deficit, if any, (iii) the Indebtedness Deficit, if any, and (iv) the Company Transaction Expenses Deficit, if any.

Final Surplus has the meaning specified in Section 3.3(d).

Examples of Final Surplus in a sentence

• The Purchase Price Adjustment Report shall be prepared using the same format and the same methodologies used in preparing the statement of the Estimated Surplus Amount referred to in Section 2.3(b) of this Agreement and shall clearly set forth and describe any variations between the Estimated Surplus Amount and Buyer’s calculation of the Final Surplus Amount (or any figures used by Buyer in calculating the same).

• DWR agrees that it shall have the right but not the obligation following the receipt of the Final Surplus Energy Sales Calculation Summary Report for each Delivery Month to conduct such verification procedures as determined reasonably necessary.

• If Seller fails to deliver to Buyer a Dispute Notice within the Notice Period, then the Final Surplus Amount as set forth in the Purchase Price Adjustment Report delivered by Buyer to Seller shall be final and binding on the Parties.

• For purposes hereof, the term “Final Balance” shall mean (i) the Closing Date Indebtedness, plus (ii) the Final Deficiency (or minus the amount of the Final Surplus), in each case as the items referred to in the preceding clauses (i) and (ii) are reflected in the Final Statement.

• If the Final Merger Consideration is greater than the Merger Consideration (such difference, the “Final Surplus”), the Acquirer shall promptly pay to the Indemnifying Holders in accordance with their Pro Rata Shares (i) the Final Surplus and (ii) all fees, costs and expenses of the Reviewing Accountant to be paid by the Indemnifying Holders pursuant to Section 1.6(g)(ii) or Section 1.6(g)(iii), if any.

More Definitions of Final Surplus

Final Surplus means (i) if the Acquirer Notice objects to Company Net Working Capital only, then if Final Net Working Capital is greater than the Adjusted Net Working Capital Target, an amount equal to such difference, (ii) if the Acquirer Notice objects to Company Net Cash only, then if the Final Net Cash is greater than the Adjusted Net Cash Target, an amount equal to such difference and (iii) if the Acquirer Notice objects to both Company Net Working Capital and Company Net Cash, then if (A) the sum of the Final Net Working Capital plus the Final Net Cash is greater than (B) the sum of the Final Net Working Capital Target less Final Net Cash Target, an amount equal to such difference.

Final Surplus has the meaning set forth in Section 2.5(f).

Final Surplus means the amount, if any, by which the Merger Consideration as determined pursuant to Section 3.6(e) exceeds the Estimated Merger Consideration.

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

Final Surplus has the meaning set forth in Section 2.5(g)(ii).

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

Final Surplus means the amount by which the Closing Working Capital Value exceeds the Working Capital Target. “Final Termination Date” shall have the meaning set forth in Section 12.1(b).