Final Closing Amount definition
Final Closing Amount has the meaning set forth in Section 3.2(a).
Final Closing Amount shall be equal to (i) the Cash Purchase Price, minus (ii) the amount of Indebtedness as finally determined pursuant to this Section 2.3, minus (iii) the amount of Seller Transaction Expenses as finally determined pursuant to this Section 2.3.2, plus (iv) the amount, if any, by which the Working Capital as finally determined pursuant to this Section 2.3.2 (the “Final Working Capital”) is greater than the Target Working Capital Amount, minus (v) the amount, if any, by which the Final Working Capital is less than the Target Working Capital Amount, plus (vi) Buyer’s Hawthorne Adjustment. Within ten (10) days after the determination of the Final Closing Amount:
Final Closing Amount has the meaning set forth in Section 1.3 of this Agreement.
Examples of Final Closing Amount in a sentence
For purposes of calculating Losses to which an Indemnitee is entitled under this Article VI, such Losses shall not include Losses related to any matter that was actually included in the final calculation of the Closing Amount pursuant to Section 1.8 and that actually reduced the Final Closing Amount.
Within sixty (60) days after the determination of the Final Closing Amount pursuant to Section 1.11, Purchaser shall prepare and deliver to Seller a proposed allocation, which shall be prepared in accordance with the Allocation Schedule.
More Definitions of Final Closing Amount
Final Closing Amount means the following, as finally determined pursuant to this Section 3.2:
(i) the Base Consideration (subject, for the avoidance of doubt, to any adjustments pursuant to the proviso in Section 3.1(a)(i));
(ii) reduced by the amount, if any, by which Final Net Working Capital is less than the Target Working Capital, (iii) increased by the amount, if any, by which Final Net Working Capital is greater than the Target Working Capital,
Final Closing Amount as defined in Section 2.7(b).
Final Closing Amount shall have the meaning specified in Section 3.3.
Final Closing Amount means the final Closing Amount as determined in accordance with Section 2.06.
Final Closing Amount has the meaning set forth in Section 1.11(a).
Final Closing Amount shall be equal to (i) the Base Amount, minus (ii) the amount of Closing Indebtedness as finally determined pursuant to this Section 2.4, minus (iii) the amount of Seller Transaction Expenses as finally determined pursuant to this Section 2.4, minus (iv) the Final Closing Deferred Revenue Adjustment, plus (v) the amount of Closing Cash as finally determined pursuant to this Section 2.4, plus (vi) the amount, if any, by which the Net Working Capital as finally determined pursuant to this Section 2.4 (the “Final Net Working Capital”) is greater than the Net Working Capital Target, minus (vii) the amount, if any, by which the Final Net Working Capital is less than the Net Working Capital Target. Upon the determination of the Final Closing Amount:
Final Closing Amount means the difference obtained by subtracting the sum of the Closing Date Debt and the Company Transaction Expenses from the Cash and the Capital Payments Amount.