Adjustment Amount Calculation definition

Adjustment Amount Calculation shall have the meaning set forth in Section 1.7(a).
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Adjustment Amount Calculation means a written statement and detailed computation of the Adjustment Amount prepared by Buyer.
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Adjustment Amount Calculation has the meaning set forth ------------------------------- in Section 2.6(c) hereof. --------------
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Examples of Adjustment Amount Calculation in a sentence

  • The Independent Accounting Firm shall be directed to render a written report on the unresolved disputed issues with respect to the Adjustment Amount Calculation as promptly as practicable, but in no event more than thirty (30) days after such submission to the Independent Accounting Firm, and to resolve only those issues of dispute set forth in the Objection Notice.

  • If no Objection Notice regarding the Adjustment Amount Calculation is delivered by Seller to Buyer by the Objection Deadline, the Adjustment Amount Calculation shall be final and binding on the parties hereto as the Adjustment Amount.

  • Any Objection Notice regarding the Adjustment Amount Calculation shall specify the items in the Adjustment Amount Calculation disputed by Seller and shall describe the basis for the objection, as well as the amount in dispute.

  • During the period between the Delivery Date and the Objection Deadline (as defined below), Seller and its accountants shall be given reasonable access to the books and records of Buyer upon reasonable notice to verify the Adjustment Amount Calculation.

  • During the period from the Closing Date until the Delivery Date, Seller shall give Buyer and its agents such access to the books and records of Seller as Buyer and its agents shall reasonably request during normal business hours in order to enable them to calculate the Adjustment Amount Calculation.

  • Within thirty (30) days after the Delivery Date (the “Objection Deadline”), Seller may deliver to Buyer a notice of objection (an “Objection Notice”) with respect to the Adjustment Amount Calculation.

  • The Purchaser shall prepare and deliver IRS Form 8594 to the Seller as soon as reasonably practicable after the Adjustment Amount Calculation becomes final pursuant to Section 1.7 hereof and the Seller shall file such form with the IRS.

  • The Parent may object to the Adjustment Amount Calculation solely on the basis of computational errors or that it was not prepared in accordance with GAAP, as modified by the definition of Net Working Capital.

  • The Tax Liability Coverage Amount is in addition to the Purchase Price, and any portion of the Tax Liability Coverage Amount not paid within thirty (30) days following the final determination of the Adjustment Amount Calculation pursuant to Section 2.3(b) as reimbursement as provided herein shall be added to the Purchase Price.

  • If no Objection Notice is received by the Purchaser within such thirty (30) Business Day period or if the Parent notifies the Purchaser in writing that the Adjustment Amount Calculation is acceptable, then the Adjustment Amount Calculation shall be deemed to have been accepted by the Parent and shall become final and binding upon the parties hereto.


More Definitions of Adjustment Amount Calculation

Adjustment Amount Calculation shall have the meaning ascribed to it in Section 2.3(b)(ii). “Aggregate Share Consideration” - shall have the meaning ascribed to it in Section 2.3(a) “Annual Cash Payments” - shall have the meaning ascribed to it in Section 2.3(a). “Annual Financial Statements” - shall have the meaning ascribed to it in Section 3.17(a)(i).
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Related to Adjustment Amount Calculation

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Calculation Amount means the amount specified as such on the face of any Note, or if no such amount is so specified, the Denomination Amount of such Note as shown on the face thereof;

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Maximum Settlement Amount means the maximum amount the Company may be required to pay pursuant to this Settlement, which is the sum of Three Hundred Thousand Dollars ($300,000), excluding any of the Company’s employer-side share of FICA, FUTA, and other similar, mandatory employer-side payroll taxes. In no event shall the Maximum Settlement Amount exceed the foregoing sum.

  • Open Market Adjustment Amount shall have the meaning specified in Section 2(I).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Payment Adjustment Date With respect to each ARM Loan, the date on which the Borrower's Monthly Payment changes in accordance with the terms of the related Mortgage Note.

  • Rate Calculation Date means the day which is two Rate Calculation Business Days before the due date of the relevant amount under these Conditions;

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • Interest Adjustment Date With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.

  • Adjustment Price means the lowest Underlying Price within the Adjustment Period after the Underlying Price is for the first time equal to or below the Adjustment Threshold.

  • FX Calculation Date means each day on which FX is published by the Fixing Sponsor. "FX Call Event" means each of the following events:

  • SNB Adjustment Spread means, with respect to the SNB Policy Rate, the spread to be applied to the SNB Policy Rate in order to reduce or eliminate, to the extent reasonably practicable under the circumstances, any economic prejudice or benefit (as applicable) to Noteholders as a result of the replacement of the Swiss Average Rate Overnight with the SNB Policy Rate for purposes of determining SARON, which spread will be determined by the Calculation Agent, acting in good faith and a commercially reasonable manner, taking into account the historical median between the Swiss Average Rate Overnight and the SNB Policy Rate during the two year period ending on the date on which the SARON Index Cessation Event occurred (or, if more than one SARON Index Cessation Event has occurred, the date on which the first of such events occurred).

  • Interest Adjustment Rate means the interest adjustment rate assigned to the Security. The initial Interest Adjustment Rate is the interest adjustment rate specified in the Table (the "Initial Interest Adjustment Rate").The Issuer may adjust, in its reasonable discretion pursuant to §315 BGB and in consideration of the relevant capital market practice and by acting in good faith (including market interest rates and the interest-rate expectations of the market), the Interest Adjustment Rate, including the Initial Interest Adjustment Rate, on any Scheduled Trading Day within the range (deviation (+) or (-)) specified in the Table for any given Security. The adjusted rate will be published without undue delay in accordance with §12.

  • Cash Settlement Amount means the “Cash Settlement Amount” as determined by the Calculation Agent in accordance with Paragraph 6.

  • Interest Calculation Period means the period or periods for the calculation of the interest shown on the mortgage form;

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Adjustment Spread means either a spread (which may be positive or negative), or the formula or methodology for calculating a spread, in either case, which the Independent Adviser determines and which is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) to reduce or eliminate, to the fullest extent reasonably practicable in the circumstances, any economic prejudice or benefit (as the case may be) to Noteholders as a result of the replacement of the Original Reference Rate with the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which:

  • Adjustment Notice has the meaning provided such term in Section 2.3(b).

  • Adjustment Payment means, in respect of any Security, the payment (if any) determined by the Determination Agent as is required in order to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value to or from the Issuer as a result of the replacement of the Index by the Alternative Pre-nominated Index. The Determination Agent may determine that the Adjustment Payment is zero.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.