Actual Adjustment definition

Actual Adjustment means (x) the Purchase Price as set forth on the Final Statement of Purchase Price minus (y) the Estimated Purchase Price.

Actual Adjustment means an amount, which may be a negative number, equal to (x) the Purchase Price as finally determined pursuant to Section 2.4(b), minus (y) the Estimated Purchase Price.

Actual Adjustment means (a) the Aggregate Consideration Value as finally determined pursuant to Section 2.3(d), minus (b) the Estimated Aggregate Consideration Value. For the avoidance of doubt, the Actual Adjustment may be a positive amount or a negative amount.

Examples of Actual Adjustment in a sentence

• Within ten (10) days after the delivery by Landlord to Tenant of such Statement of Actual Adjustment, Tenant shall pay Landlord the amount of any additional rental shown on such statement as being due and unpaid.

• If such Statement of Actual Adjustment shows that Tenant has paid more than the amount of additional rental actually due from Tenant for the preceding calendar year and if Tenant is not then in default under this Lease, Landlord shall credit the amount of such excess to the next Base Rental installment due from Tenant.

• Should such Statement of Actual Adjustment show the Tenant had paid to Landlord an aggregate amount in excess of the additional rental due for the preceding calendar year and Tenant is not then in default hereunder, Landlord shall refund the amount of overpayment.

• Promptly following the determination of the Actual Adjustment, the LVP Parties and Parent OP shall jointly prepare a spreadsheet showing the amount of the Built-In Gain with respect to the Properties as of the Closing Date, prepared on a basis consistent with the Preliminary Spreadsheet and updated to reflect the Actual Adjustment (the “Adjusted Spreadsheet”).

• If the Actual Adjustment is zero or a positive amount, then Acquiror and the Seller Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release the entire Adjustment Escrow Amount to NewCo.

More Definitions of Actual Adjustment

Actual Adjustment means (i) the Total Stock Purchase Consideration as finally determined pursuant to Section 2.4, minus (ii) the Estimated Total Stock Purchase Consideration.

Actual Adjustment means (x) the Purchase Price as adjusted by adding the Net Working Capital Adjustment as finally determined pursuant to 2.05(b), minus (y) the Estimated Closing Payment.

Actual Adjustment means (a) the Purchase Price as finally determined pursuant to Section 2.4(b), minus (b) the Estimated Purchase Price.

Actual Adjustment means the amount, which may be a positive or negative number, equal to (x) the Purchase Price as set forth on the Final Statement of Purchase Price minus (y) the Estimated Purchase Price.

Actual Adjustment means (a) the Purchase Price as finally determined pursuant to Section 2.4(b), minus (b) the Estimated Purchase Price. For the avoidance of doubt, the Actual Adjustment may be a negative number.

Actual Adjustment means an amount equal to the sum of (a) the Final Closing Date Net Working Capital minus the Estimated Closing Date Net Working Capital plus (b) the Estimated Closing Date Indebtedness minus the Final Closing Date Indebtedness. The Actual Adjustment may be a negative or positive number (a negative number signifying an amount due to Buyer and a positive number signifying an amount due to Sellers).

Actual Adjustment means (a) the Merger Consideration as finally determined pursuant to Section 2.12, minus (b) the Estimated Merger Consideration.