Adjustment Surplus definition

Adjustment Surplus means the amount, if any, by which the (x) the sum of the (1) Prorated Charges paid or payable by the Selling Parties and allocable to the Buyers as Prorated Charges and (2) Transferred Current Assets exceed (y) Prorated Charges paid or payable by the Buyers and allocable to the Selling Parties as Prorated Charges.
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Adjustment Surplus has the meaning assigned to such term in Section 2.7(c).
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Adjustment Surplus has the meaning set forth in Section 3.4.5.3.
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Examples of Adjustment Surplus in a sentence

  • Any fractional Closing Adjustment Surplus Shares resulting from the calculations contemplated by this Section 8.11(b)(v)(B) shall be rounded down to the nearest whole number of Acquiror Shares on a Securityholder-by-Securityholder basis.

  • D13 Expenses 541 541 38,584 38,584 13,210 13,210 31,438 31,438 13,416 13,416 24,985 24,985 - 0 - 0 122,175 122,175 Period 13 Adjustment Surplus (Deficit) for the Year (541) (541) 68,668 68,668 (11,506) (11,506) (28,546) (28,546) (11,060) (11,060) (8,596) (8,596) - 0 - 0 8,419 8,419 Note 35.

  • Of course – in fact Caribbean services firms are already operating in Europe.

  • The percentage of the Closing Adjustment Surplus, if any, to be distributed to each Seller shall be such Seller’s respective pro rata allocation set forth on Schedule I.

  • The percentage of the Closing Adjustment Surplus, if any, to be distributed to each Equity Holder is set forth opposite such Equity Holder’s name on Schedule I.

  • If the amount of the Estimated Closing Adjustment exceeds the Final Closing Adjustment (the “ Closing Adjustment Surplus”), theBuyer shall deliver 95% of such Closing Adjustment Surplus to the Sellers and 5% of such Closing Adjustment Surplus to the Escrow Agent to be held in escrow as additional Indemnification Escrow Amount pursuant to the Escrow Agreement.

  • The Purchaser Indemnified Persons shall have no right to set off against any Closing Adjustment Surplus Amount or other amount payable to the Sellers (or their Affiliates) under this Agreement or any other Transaction Document in satisfaction of any indemnity rights that the Purchaser Indemnified Persons may have under this Agreement.

  • The Buyers may dispute BioScrip’s calculation of the Adjustment Deficit or Adjustment Surplus, as applicable by delivering to BioScrip within such 30-day period following delivery of the Preliminary Adjustment Schedule a written notice of such dispute (a “ Notice ofDispute”) which shall set forth in reasonable detail the basis for such dispute.

  • If (A) the Purchase Price Adjustment Surplus or (B) the Purchase Price Adjustment Shortfall, as applicable, is equal to or less than the Collar Amount, then neither Buyer nor Seller (or the Escrow Agent, if applicable) shall be obliged to make any payment to the other pursuant to this Section 1.05(e).

  • For the purposes of this Agreement, “ Final Adjustment Deficit” means the Adjustment Deficit and “Final Adjustment Surplus” means the Adjustment Surplus, in each case as finally agreed or determined in accordance with this Section 1.15.


More Definitions of Adjustment Surplus

Adjustment Surplus has the meaning assigned to such term in Section 1.12(b) of the Agreement.
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Adjustment Surplus is defined in Section 2.6.7(e).
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Adjustment Surplus has the meaning set forth in Section 2.6(a)
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Related to Adjustment Surplus

  • 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.

  • Adjustment Escrow Amount means $2,000,000.

  • Adjusted Capital Account Deficit means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Adjustment Spread means either (a) a spread (which may be positive, negative or zero) or (b) a formula or methodology for calculating a spread, in each case to be applied to the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which: