Proposed Adjustment Amount definition

Proposed Adjustment Amount has the meaning set forth in Section 2.05(a) (Post Closing Adjustment).

Proposed Adjustment Amount means an amount (which may be a positive or negative number) equal to the Asset Value as reflected on the Preliminary Closing Statement minus the Asset Value as reflected on the Estimated Closing Statement.

Proposed Adjustment Amount means an amount (which may be a positive or negative number) equal to Buyer’s determination of the Aggregate Acquisition Consideration as set forth on the Post-Closing Statement delivered pursuant to this Section 2.06 minus the Estimated Aggregate Acquisition Consideration as set forth in the Closing Statement delivered pursuant to Section 2.05.

Examples of Proposed Adjustment Amount in a sentence

• Following delivery of each Proposed Adjustment Amount, the Representative shall provide the Buyer with any supporting documentation for and the work papers related to the calculation of the Proposed Adjustment Amount that the Representative may reasonably request and reasonable access during normal business hours to the personnel, properties, books and records of the Company and its Subsidiaries to the extent reasonably necessary to review the calculation of each such Proposed Adjustment Amount.

• If the Buyer does not deliver an Objections Statement within such 30-day period, then each such Proposed Adjustment Amount shall become final and binding upon all parties.

• Upon delivery of such resolution, each Proposed Adjustment Amount, as modified in accordance with such resolution, shall become final and binding upon all parties.

• Within 30 days after the Buyer’s receipt of the Closing Statement, the Buyer shall deliver to the Representative a written statement either accepting each such Proposed Adjustment Amount or specifying any objections thereto in reasonable detail (an “Objections Statement”).

• Within 60 days after the Closing Date (or, if later, within 60 days after the date that Sellers’ audited financial statements are finalized), Buyer shall prepare and deliver to Appointed Agent a Closing Statement as of the opening of business on the Closing Date, together with a calculation of the Asset Value and the Acquisition Proceeds based thereon and the Proposed Adjustment Amount (the “Preliminary Closing Statement”).

More Definitions of Proposed Adjustment Amount

Proposed Adjustment Amount has the meaning set forth in Section 2.06(a).

Proposed Adjustment Amount shall be equal to (which may be a positive or negative number) Buyer’s determination of Closing Consideration as set forth on the Closing Balance Sheet delivered pursuant to this Section 2.05(a) minus the Sellers’ Representative’s determination of Closing Consideration as set forth in the Closing Certificate delivered pursuant to Section 2.04 (Closing Certificate).

Proposed Adjustment Amount shall have the meaning set forth in Section 3.3.3.1.

Proposed Adjustment Amount means, (x) with respect to the THP Closing Consideration, an amount equal to (which may be a positive or negative number) Buyer’s determination of THP Closing Consideration as set forth on the Closing Balance Sheet delivered pursuant to this Section 2.07(a) minus Estimated THP Closing Consideration as set forth in the THP Closing Certificate delivered pursuant to Section 2.06(a)(i) (the “Proposed THP Adjustment Amount”), (y) with respect to the Blocker I Closing Consideration, an amount equal to (which may be a positive or negative number) Buyer’s determination of Blocker I Closing Consideration as set forth on the Closing Balance Sheet delivered pursuant to this Section 2.07(a) minus the Estimated Blocker I Closing Consideration as set forth in the Blocker I Closing Certificate delivered pursuant to Section 2.06(a)(ii) (the “Proposed Blocker I Adjustment Amount”), and (z) with respect to the Blocker II Closing Consideration, an amount equal to (which may be a positive or negative number) Buyer’s determination of Blocker II Closing Consideration as set forth on the Closing Balance Sheet delivered pursuant to this Section 2.07(a) minus the Estimated Blocker II Closing Consideration as set forth in the Blocker II Closing Certificate delivered pursuant to Section 2.06(a)(iii) (the “Proposed Blocker II Adjustment Amount”). Notwithstanding anything herein to the contrary, (A) the Proposed THP Adjustment Amount owing by Sellers to Buyer, or by Buyer to the Sellers, as the case may be, shall not exceed the THP Adjustment Escrow Amount, (B) the Proposed Blocker I Adjustment Amount owing by Sellers to Buyer, or by Buyer to the Sellers, as the case may be, shall not exceed the Blocker I Adjustment Escrow Amount and (C) the Proposed Blocker II Adjustment Amount owing by Sellers to Buyer, or by Buyer to the Sellers, as the case may be, shall not exceed the Blocker II Adjustment Escrow Amount.

Proposed Adjustment Amount shall be equal to (which may be a positive or negative number) Purchaser’s determination of Closing Consideration as set forth on the Closing Statement delivered pursuant to this Section 2.3 minus the Seller’s determination of Closing Consideration as set forth in the Estimated Closing Statement delivered pursuant to Section 2.2. The Closing Statement and all calculations therein shall be prepared in accordance with the terms hereof and the applicable definitions herein, and the Closing Net Working Capital shall be prepared in accordance with the terms hereof, the applicable definitions herein, and in accordance with Exhibit D. (b) Seller shall have thirty (30) days following its receipt of the Closing Statement (the “Review Period”) to review the Closing Statement and the calculation, amounts and other items therein. During the Review Period, Purchaser shall, and shall cause its Subsidiaries and Representatives to, reasonably cooperate with and provide assistance to Seller and Seller’s Representatives in their review of the Closing Statement and make available to Seller and Seller’s Representatives all personnel, books, records, documents, work papers and other information of Purchaser, the Company, the Purchased Assets and the Business reasonably available to Purchaser, 3

Proposed Adjustment Amount has the meaning set forth in Section 2.3(a). “Purchase Price” has the meaning set forth in Section 2.1. “Purchase Price Allocation Schedule” has the meaning set forth in Section 2.5(b). “Purchased Assets” has the meaning set forth in Section 1.1(b). “Purchased Stock” has the meaning set forth in Section 1.1(a). 76

Proposed Adjustment Amount means the net amount of payments that Bxxxx proposes pursuant to this Section 2.7(a) as a result of the Working Capital as of the Effective Time, the applicable outstanding indebtedness of Seller as of the Effective Time, applicable outstanding Transaction Expenses as of the Effective Time, and the TTM Adjusted EBITDA.