Final Adjustment Amount Clause Samples
The Final Adjustment Amount clause defines the process for determining the final sum of money owed between parties after all relevant adjustments have been made, typically at the close of a transaction. This clause outlines how post-closing calculations are performed, such as accounting for working capital, outstanding debts, or inventory discrepancies, and specifies the timeline and method for settling any resulting payment differences. Its core practical function is to ensure that both parties receive or pay the correct amount based on the actual financial state at closing, thereby preventing disputes and ensuring fairness in the transaction.
Final Adjustment Amount. (a) Within 90 days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Final Statement”) setting forth Buyer’s good faith determination of the actual adjustment to the Cash Payment (the “Final Adjustment Amount”) resulting from the adjustments provided for in Section 4.3. With respect to any working capital adjustments, the Final Adjustment Amount in respect of the Cash Payment shall be calculated in a manner consistent with the Pro Forma Working Capital Statement as set forth on Schedule 5.5. With respect to any subscriber adjustment to be made in accordance with Section 4.3(a), Buyer shall be entitled to reduce the Actual Subscriber Number as of the Closing Date by the number of Promotional Subscribers who (x) were included in the Actual Subscriber Number in the Estimate Statement and (y) did not pay for the first two months of service after the Closing Date at the System’s standard monthly rates. In the first sixty (60) days after the Closing, Buyer agrees not to cancel or adversely modify any rate plan that covers the Promotional Subscribers or take any action, or omit to take any action, that is the principal cause of the Promotional Subscribers terminating their service in the first sixty (60) days after the Closing (excluding any actions taken or omitted with respect to customers of the Business as a whole that do not have a disproportionate negative impact on the Promotional Subscribers), and if Buyer does make such modification or takes or omits to take such action then such affected Promotional Subscribers shall be included in the Actual Subscriber Number for purposes of the Final Adjustment Amount. Each of Seller and Buyer shall provide the other Party with access during normal business hours and upon reasonable notice to any books, records, working papers or other information in its possession after the Closing Date reasonably necessary or useful in the preparation of the Final Statement and the calculation of the Final Adjustment Amount for the Cash Payment. The Final Statement shall become final and binding upon all Parties hereto on the 16th day following delivery thereof (without counting such day of delivery) to Seller unless Seller gives written notice of a good faith disagreement with the Final Statement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and relate solely to the review of the Fin...
Final Adjustment Amount. As used herein, “Employee Liabilities Final Adjustment Amount” means (i) if the Transferors fail to deliver an Employee Liabilities Objections Statement in accordance with Section 2.8(c), the Employee Liabilities as set forth in the Closing Employee Liabilities Statement, or (ii) if the Employee Liabilities set forth in the Employee Liabilities Closing Statement is resolved by resolution of Parent and the Transferors or by submission of any remaining Employee Liabilities Disputes to the Accounting Firm, as contemplated by Section 2.8(c), the Employee Liabilities Adjustment Amount as so resolved. If the Employee Liabilities Final Adjustment Amount exceeds the Employee Liabilities set forth in the Pre-Closing Employee Liabilities Statement, then the Consideration payable by Parent to the Transferors shall be reduced by an amount equal to the difference (the “Employee Liabilities Difference”) between the Employee Liabilities Final Adjustment Amount and the Employee Liabilities set forth in the Pre-Closing Employee Liabilities Statement. Any downward adjustment to the Consideration under this Section 2.8(e) shall be effected as follows: The Transferor Parties shall promptly, but in no event later than five (5) Business Days following determination of the Employee Liabilities Final Adjustment Amount in accordance with this Section 2.8, pay to Parent an amount in cash equal to the Employee Liabilities Difference.
Final Adjustment Amount. As used herein, “Final Adjustment Amount” means (i) if the Transferors fail to deliver an Objections Statement in accordance with Section 2.7(c), the Adjustment Amount as set forth in the Closing Statement, or (ii) if the Adjustment Amount set forth in the Closing Statement is resolved by resolution of Parent and the Transferors or by submission of any remaining Disputes to the Accounting Firm, as contemplated by Section 2.7(c), the Adjustment Amount as so resolved. If the Final Adjustment Amount exceeds the Adjustment Amount set forth in the Pre-Closing Statement, then the Consideration payable by Parent to the Transferors shall be reduced by an amount equal to the difference (the “Difference”) between the Final Adjustment Amount and the Adjustment Amount; if the Final Adjustment Amount is less than the Adjustment Amount set forth in the Pre-Closing Statement, then the Consideration payable by Parent to the Transferors shall be increased by an amount equal to the Difference. Any downward or upward adjustment to the Consideration under this Section 2.7(e) shall be effected as follows: the Transferor Parties or Parent, as applicable, shall promptly, but in no event later than five (5) Business Days following determination of the Final Adjustment Amount in accordance with this Section 2.7, pay to Parent or the Transferor Parties, as applicable, an amount in cash equal to the Difference.
Final Adjustment Amount. (a) As promptly as practicable after the Closing Date (but in no event later than 75 days after the Closing Date), Acquirer shall prepare and deliver to Contributor a balance sheet of the Midstream Business as of 11:59 p.m. on the date immediately prior to the Closing Date, together with a written report of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP stating that such firm has examined such balance sheet and that such balance sheet has been prepared in accordance with this Agreement and in a manner consistent with, and using the same principles, policies and methods and practices used in, the preparation of the Financial Statements, except that it shall give effect to the Pre-Closing Transfer (the “Final Balance Sheet”), which shall set forth the components of Working Capital to enable Contributor and Acquirer to calculate the amount of Working Capital (“Closing Working Capital”) and the amount of Working Capital Surplus or Working Capital Deficiency, in each case, as of such time and date (“Closing Working Capital Surplus” or “Closing Working Capital Deficiency”, as the case may be). The Final Balance Sheet shall be prepared in accordance with this Agreement in a manner consistent with, and using the same principles, policies, methods and practices used in, the preparation of the Financial Statements, except that it shall give effect to the Pre-Closing Transfer. Following the delivery of the Final Balance Sheet to Contributor, Acquirer shall afford Contributor and its Representatives the opportunity to examine the Final Balance Sheet, and such supporting schedules, analyses, workpapers, including any audit workpapers, and other underlying records or documentation as are reasonably necessary and appropriate. Acquirer shall cooperate fully and promptly with Contributor and its Representatives in such examination, including providing answers to questions asked by Contributor and its Representatives, and Acquirer shall promptly make available to Contributor and its Representatives any records under the reasonable control of Acquirer that are requested by Contributor and its Representatives.
Final Adjustment Amount. The “Final Adjustment Amount” shall be the difference, if any, between the Conclusive Merger Consideration and the Estimated Merger Consideration. The Final Adjustment Amount (if any) shall be (i) the “Additional Merger Consideration” if the Conclusive Merger Consideration is more than the Estimated Merger Consideration or (ii) the “Excess Amount” if the Conclusive Merger Consideration is less than the Estimated Merger Consideration; provided, however, that in no event shall the Excess Amount be greater than an amount equal to the sum of the Purchase Price Adjustment Escrow Amount and the amount, if any, remaining in the Indemnification Escrow Account as of the date of any payment pursuant to Section 2.11(i).
Final Adjustment Amount. (1) If the Post-Closing Adjustments Amount is a negative number, then within ten (10) Business Days following determination of the Post-Closing Adjustments Amount in accordance with this Section 1.2(c), each Seller shall pay to Purchaser such Seller’s Pro Rata Portion of the Post-Closing Adjustments Amount in cash by wire transfer of immediately available funds.
(2) If the Post-Closing Adjustments Amount is a positive number, then within ten (10) Business Days following determination of the Post-Closing Adjustments Amount in accordance with this Section 1.2(c), the Purchaser shall pay to each Seller such Seller’s Pro Rata Portion of the Post-Closing Adjustments Amount in cash by wire transfer of immediately available funds. If any payment required under this Section 1.2(c) is not made in full within such ten (10) Business Day period, such payment will thereafter bear simple interest at the rate of 12% per annum. The reduction or increase in the Total Purchase Price resulting from the Post-Closing Adjustment Amount is referred to herein as the “Final Adjustment Amount.”
Final Adjustment Amount. (i) Within forty-five (45) days after the Closing Date, Buyer shall prepare and deliver to ADC a statement of the Closing Date Working Capital of the Billing Software Business (the “Final Working Capital Statement”), including a statement setting forth Buyer’s good faith determination of the actual adjustment to the Purchase Price (the “Final Adjustment Amount”), based on the values of the current assets and current liabilities of the Billing Software Business set forth in the Final Working Capital Statement. The Final Working Capital Statement will be prepared in accordance with the Accounting Policies on the same basis and using the same methodology, assumptions and adjustments utilized to prepare the Working Capital Statement, except that the Deferred Revenue Adjustment shall be equal to the amount of the Deferred Revenue Adjustment set forth on the Estimated Working Capital Statement, plus, to the extent any deferred revenue items reflected in the Estimated Deferred Revenue Statement are increased in the Final Working Capital Statement, an amount equal to (i) the increased amount of deferred revenue attributed to items reflected in the Estimated Deferred Revenue Statement, multiplied by (ii) the quotient obtained by dividing (x) the Deferred Revenue Adjustment on the Estimated Deferred Revenue Statement, by (y) the total deferred revenue reflected on the Estimated Deferred Revenue Statement. To the extent that any deferred revenue items reflected on the Estimated Deferred Revenue Statement are increased in accordance with the previous sentence, if applicable, a corresponding increase to reflect the appropriate Accounts Receivable Adjustment shall be made to Accounts Receivable on the Final Working Capital Statement. Each of Seller (and each of Seller’s Affiliates) and Buyer shall provide the other party with access during normal business hours to any books, records, working papers or other information in its possession after the Closing Date reasonably necessary or useful in the preparation of the Final Working Capital Statement and the calculation of the Final Adjustment Amount. The Final Working Capital Statement shall become final and binding upon all parties hereto on the twenty-first (21st) day following delivery thereof (without counting such day of delivery) to ADC unless ADC gives written notice of a good faith disagreement with the Final Working Capital Statement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreem...
Final Adjustment Amount. (a) As promptly as practicable after the Closing Date (but in no event later than one hundred twenty (120) days after the Closing Date), Parent shall cause the Company to prepare and deliver to the Representatives a consolidated balance sheet of the Company and the Company Subsidiaries prepared as of 11:59 p.m. on the date immediately prior to the Closing Date (except as otherwise contemplated by this Agreement) (the “Final Balance Sheet”), and a statement (the “Final Closing Statement”) which shall set forth the following amounts (as of the Effective Time): (i) the amount of Cash (“Closing Cash”), (ii) the amount of unpaid Debt (“Closing Debt”), (iii) the major components of Working Capital to enable the Representatives (on behalf of the Company Member Interest Holders) to calculate Working Capital and the amount of Working Capital Surplus or Working Capital Deficiency as of such time and date
Final Adjustment Amount. Within two business days of the date the Adjustment Amount is determined, the principal amount of the Promissory Note shall be adjusted to reflect any net increase or decrease of the principal amount of the Promissory Note resulting from (A) adding or subtracting, as appropriate, the Adjustment Amount, and (B) subtracting the amount, if any, of Sellers’ Dispute Fees. The aggregate net amount of the adjustment determined in accordance with this Section 1.10(c) is the “Final Adjustment Amount”. The amount payable to each Seller who is a payee under the Promissory Note shall be determined by multiplying the Note Participation of such Seller set forth on Exhibit B by the amount of the Promissory Note as adjusted by the Final Adjustment Amount. No interest shall accrue and be payable on any portion of the Promissory Note adjusted for any decrease in such principal amount as a result of any adjustment pursuant to this Section 1.10(c).
Final Adjustment Amount. As used herein, “Final Adjustment Amount” means (i) if the Sellers’ Representative fails to deliver an Objections Statement in accordance with Section 2.4(b), the Adjustment Amount as set forth in the Closing Statement or (ii) if the Adjustment Amount is resolved by the Buyer and the Sellers’ Representative or by submission of any Disputes to the Accounting Firm, as contemplated by Section 2.4(b), the Adjustment Amount as so resolved. If the Final Adjustment Amount is: