Adjustment Difference definition

Adjustment Difference means an amount (which may be positive or negative) equal to the difference (if any) between (i) the actual net proceeds (after deduction of selling expenses, fees or incentives payable to the Mosaic Manager in respect thereof, and any payments that are required to be allocated or remitted to any Person (other than another Subject Company) holding a participation interest in such Subject Company Investment (which participation is a binding obligation of a Person that is not a Parent Party and under the terms of which such participation shares in losses on a pari passu basis with retained Parent Party interests)) received after the date hereof by the Parent Parties from the disposition or other resolution of Subject Company Investments in respect of which a Recorded Adjustment was made and (ii) the amount of anticipated net proceeds (after deduction of selling expenses, fees or incentives payable to the Mosaic Manager in respect thereof, and any payments that are required to be allocated or remitted to any Person (other than another Subject Company) holding a participation interest in such Subject Company Investment (which participation is a binding obligation of a Person that is not a Parent Party and under the terms of which such participation shares in losses on a pari passu basis with retained Parent Party interests)) from the proposed disposition or other resolution of such Subject Company Investments that was used in the computation of the Recorded Adjustment in respect of such Subject Company Investments.
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Adjustment Difference means an amount (which may be positive or negative) equal to the difference (if any) between (i) the actual net proceeds (after deduction of selling expenses and any payments that are required to be allocated or remitted to any Person (other than another Subject Company) holding a participation interest in such Subject Company Investment) received after the date hereof by the Parent Parties from the disposition or other resolution of Subject Company Investments in respect of which a Recorded Adjustment was made and (ii) the amount of anticipated net proceeds (after deduction of selling expenses and any payments that are required to be allocated or remitted to any Person (other than another Subject Company) holding a participation interest in such Subject Company Investment) from the proposed disposition or other resolution of such Subject Company Investments that was used in the computation of the Recorded Adjustment in respect of such Subject Company Investments.
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Examples of Adjustment Difference in a sentence

  • Within two (2) Business Days following the determination of the Final Divestiture Adjustment, (i) Sellers shall pay to Buyer an amount equal to the absolute value of the Divestiture Adjustment Difference, if the Divestiture Adjustment Difference is a positive number, and (ii) Buyer shall pay to Sellers an amount equal to the absolute value of the Divestiture Adjustment Difference, if the Divestiture Adjustment Difference is a negative number.

  • If the parties resolve all such matters, then they shall make a determination of the Adjustment Difference Amount and shall issue a Joint Written Direction (as defined in the Escrow Agreement) to the Escrow Agent.

  • If the Vendors’ Representative does not give timely written notice to the Purchaser of a 2015 Accounts Dispute (a “2015 Accounts Dispute Notice”) within the 2015 Accounts Dispute Period, the 2015 Accounts shall be treated as if they had been accepted and agreed to by the Vendors, in the form in which it was delivered, and the EBITDA set forth therein shall be final and binding upon the Parties hereto, the WC Adjustment Difference shall not be payable.

  • Upon the resolution of all 2015 Accounts Disputes, the 2015 Accounts shall be revised just for internal purposes to the effects of the 2015 Accounts Dispute, to reflect the resolution and the EBITDA amount set forth thereon shall be treated as the final EBITDA to be taken into consideration to the effects of the WC Adjustment Difference.

  • If the Actual Price Adjustment, as determined in accordance with this Section 2.5, is less than the Interim Price Adjustment and the Price Adjustment Difference is greater than the Price Adjustment Deposit, (e) the Price Adjustment Deposit shall be released to Buyer by the Escrow Agent, and (f) Seller pay to Buyer by wire transfer of immediately available, good funds an amount equal to the excess, if any, of the Price Adjustment Difference over the Price Adjustment Deposit.

  • If the Actual Price Adjustment, as determined in accordance with this Section 2.5, is less than the Interim Price Adjustment and the Price Adjustment Difference is less than the Price Adjustment Deposit, then (c) an amount equal to the Price Adjustment Difference shall be released to Buyer from the Price Adjustment Deposit by the Escrow Agent, and (d) the remainder of the Price Adjustment Deposit shall be released to Seller by the Escrow Agent.

  • If the Adjustment Difference Amount is zero, then the Escrow Agent shall deliver the Purchase Price Escrow Amount, plus any interest or income thereon, to PNFC and the Additional Escrow Amount, plus any interest or income thereon, to Buyer.

  • If the Purchase Price, as adjusted by the Preliminary Purchase Price Adjustment Amount, is adjusted downward by the Adjustment Difference Amount then the Escrow Agent shall deliver the Adjustment Difference Amount, plus any interest or income thereon, to Buyer from the Purchase Price Escrow Amount, deliver the balance of the Purchase Price Escrow Amount, plus interest or income earned on such balance, to PNFC and shall deliver the Additional Escrow Amount, plus interest or income thereon, to Buyer.

  • Promptly after its receipt of the Closing Financial Statements, PNFC shall prepare and deliver to each of Buyer and the Escrow Agent a final certificate (the "Final Certificate"), substantially in the form attached hereto as Exhibit 3.4, setting forth its computations of the Purchase Price Adjustment and the amount of the difference (the "Adjustment Difference Amount"), if any, between the Preliminary Purchase Price Adjustment Amount and the Purchase Price Adjustment Amount.

  • If the Purchase Price, as adjusted by the Preliminary Purchase Price Adjustment Amount, is adjusted upward by the Adjustment Difference Amount then the Escrow Agent shall deliver the Adjustment Difference Amount, plus any interest or income thereon, to PNFC from the Additional Escrow Amount, deliver the balance of the Additional Escrow Amount, plus any interest or income earned on such balance, to Buyer, and shall deliver the Purchase Price Escrow Amount, plus any interest or income thereon, to PNFC.