Adjustment Estimate definition

Adjustment Estimate has the meaning given to it in Section 2.5(a).
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Adjustment Estimate means Sellers’ estimate of (a) the Closing Net Working Capital Adjustment Amount, plus (b) Closing Cash, less (c) Closing Indebtedness, less (d) Transaction Expenses, in each case, based on the Company’s books and records and other information available at the Closing and calculated in accordance with the Transaction Accounting Principles, including the use of the same line items and line item entries, set forth on and used in preparation of the Sample Calculation.
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Adjustment Estimate means that amount, which may be a positive or a negative number, determined by subtracting the Target Net Working Capital from the Estimated Closing Date Net Working Capital.
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Examples of Adjustment Estimate in a sentence

  • This figure was later revised after the Adjustment Estimate process to R31,2 million.

  • If no Objection Notice is given within such thirty-day period, then (i) the Purchase Price Adjustment Estimate and the Final Indebtedness Schedule shall be final and binding on all parties and the Purchase Price calculated in the Purchase Price Adjustment Estimate shall be deemed for all purposes to be the Purchase Price.

  • In doing so, the amount of any Federal Income Tax Benefit or cost for the taxable period in which the payment is to be made will be based on the indemnified party's best estimate of such amount, which estimate shall be in writing (an "Adjustment Estimate Notice") and shall include an explanation, in reasonable detail, of the facts and assumptions underlying such estimate.

  • If an Objection Notice is delivered, Shareholders shall be permitted to take positions which are different from positions taken in the Purchase Price Adjustment Estimate and the Final Indebtedness Schedule as submitted to Buyer, and Buyer agrees that Shareholders shall not be prejudiced by reason of such differences.

  • Any payment required pursuant to this Section 14(d)(i) shall be made on or before the later of (x) the date on which the applicable indemnification payment is made pursuant to this Agreement or the Distribution Agreement (as applicable), or (y) 10 business days following the date on which the indemnified party receives the Adjustment Estimate Notice.

  • Table 3 - 2014 PY+1 Ex-Ante Savings Incentive Earnings Adjustment *Estimate sourcekWh EarningskW EarningsTherms EarningsTotalResolution G-3510*All values excerpted directly from Ex Post Performance Report Table 4 and Table 5; Minor formatting changes we performed to adapt the table to this Advice Letter.

  • Based on a Closing Date of February 1, 2011, Seller Pension Plan’s actuary has estimated the Pension Price Adjustment to be $3,136,500.00 (“Pension Price Adjustment Estimate”); if the amount of the Pension Price Adjustment is more than the Pension Price Adjustment Estimate, notwithstanding anything to the contrary in this Agreement, Buyer shall not be required to pay more than $3,150,000 in total pursuant to the Section 6.5.7.

  • Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchaser with a statement (the “Closing Notice”) setting forth the Adjustment Estimate (the “Closing Adjustment”) with reasonable supporting calculations and detail.

  • An amount equal to the Accounting Adjustment Estimate will be deducted from the Base Price to calculate the Purchase Price (resulting in a decrease in the Purchase Price if the Accounting Adjustment is a positive amount and a reduction if it is a negative amount) as provided in Section 2.1 of the Agreement.

  • The total amount appropriated to the Department for the year under review after the Adjustment Estimate was R53,014,000.

Related to Adjustment Estimate

  • Cost Estimate means the detailed projected expenditure, including material costs and overhead, equipment costs and overhead, labor costs and overhead, and all taxes associated with each major material and service component, required for a line extension. It shall also separately identify any incremental costs associated with providing premium services. The Company may, for the purpose of standardization, establish standard construction cost estimates, for basic or premium service plans, which shall not exceed, in any event, the average cost of constructing such line extensions in the area involved, in which case the term “cost estimate” as used in this section will be understood to mean the standard estimate thus established.

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

  • 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.

  • XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.

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

  • Adjustment Statement has the meaning set forth in Section 2.6(a).

  • 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.

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Estimated Value means the value of the Contract estimated under these Contract and Procurement Regulations.

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

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

  • Estimate means to be based on technical evaluation of the sources contributing to the discharge including, but not limited to, pump capabilities, water meters, and batch discharge volumes.

  • Adjustment Year has the meaning ascribed to said phrase under Section 6225(d)(2) of the Code.

  • 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.

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Adjustment Escrow Amount means $1,000,000.

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • SF1-4 Intrinsic Loss Estimate means total losses under this Single Family Shared-Loss Agreement in the amount of eleven million dollars ($11,000,000.00).

  • Intrinsic Loss Estimate means total losses under the shared loss agreements in the amount of One hundred Sixty-eight million dollars ($168,000,000.00).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Adjustment means each form of adjustment to consideration provided for in this clause.The parties acknowledge that the consideration under this Contract is inclusive of GST, where GST is calculated using the GST rate at the time of forming this Contract.The Contractor shall provide the Recipient with a Tax Invoice and/or adjustment notes in relation to the supply prior to an amount being paid by the Recipient under this Contract, and shall do all things reasonably necessary to assist the Recipient to enable it to claim and obtain any Input Tax Credit available to it in respect of a Supply.Where the GST rate is changed after the date of formation of this Contract the consideration under this Contract will be increased or decreased so that the consideration remains inclusive of GST, with GST calculated using the new GST Rate from the date of the change of the GST Rate that applies at the date of formation of this Contract. PrivacyFor the purposes of this Clause unless the context otherwise requires:

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Adjustment Request means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (a) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (b) any claim for equitable recoupment or other offset, and (c) any claim for refund or credit of Taxes previously paid.

  • 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.

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.