Adjustment to Purchase Price definition

Adjustment to Purchase Price. Any amount of cash and collected receivables that pertain to the Excluded Assets, which is in excess of the amount of payments that pertain to the Excluded Liabilities, will be paid in cash by the Purchaser to Seller, its successor or assigns on or before the day which is 60 days following the Reconciliation Date (the "Reconciliation Payment Date"). Any amount of cash and collected receivables that pertain to the Excluded Assets which is less than the amount of payments that pertain to the Excluded Liabilities (the "Seller Reconciliation Payment") will be paid by in cash by Seller to the Purchaser on or before the Reconciliation Payment Date.
Sample 1

Examples of Adjustment to Purchase Price in a sentence

  • To the extent that the actual amounts differ from the amounts estimated on Exhibit B (Adjustment to Purchase Price) or prorations or adjustments other than those reflected on Exhibit B are discovered after the Closing, the parties agree to remit the correct amount of such items to the appropriate party within 15 days after the same are determined.

  • Parent shall then calculate the "First Adjustment to Purchase Price" ------ as follows: FAPP = FADV - OPP where FAPP is the First Adjustment to Purchase Price; FADV is the First Adjustment Date Value as calculated on the First Adjustment Date using the Valuation Method; and OPP is the Original Purchase Price.

  • To bridge this gap, frequency converters are necessary, increasing costs and introducing operational complexities.

  • If Purchaser and Seller are unable to resolve any disagreement between them regarding the Adjustment to Purchase Price within 14 days after the giving of notice of such disagreement, the items in dispute will be referred to determination to an independent accountant as may be agreed to by Purchaser and Seller (the “Accountants”), which firm does not perform material services for Purchaser and Seller or any of their respective Affiliates, as promptly as practicable.

  • Parent shall then calculate the "Second Adjustment to Purchase Price" as follows: XXXX = SADV - FADV where XXXX is the Second Adjustment to Purchase Price; SADV is the Second Adjustment Date Value as calculated on the Second Adjustment Date using the Valuation Method; and FADV is the First Adjustment Date Value.

  • Parent shall then calculate the "Second Adjustment to -------------------- Purchase Price" as follows: -------------- XXXX = SADV - FADV where XXXX is the Second Adjustment to Purchase Price; SADV is the Second Adjustment Date Value as calculated on the Second Adjustment Date using the Valuation Method; and FADV is the First Adjustment Date Value.

  • This Grantee policy is only applicable in the case of emergency and/or specific need for a Health & Safety check.

  • Parent shall then calculate the "Second Adjustment to -------------------- Purchase Price" as follows: -------------- XXXX = SADV - FADV where XXXX is the "Second Adjustment to Purchase Price;" ----------------------------------- SADV is the "Second Adjustment Date Value" as calculated on the Second ---------------------------- Adjustment Date using the Valuation Model; and FADV is the First Adjustment Date Value.

  • Organizations that have already implemented an RPA product have allocated funds for Capital Expenditures (CAPEX) as a part of the project.

  • Each party hereto covenants not to institute any litigation or other proceeding with respect to any rights and remedies waived by such party under this Section 10.5. However, for the avoidance of doubt and notwithstanding the foregoing, nothing in this Article X shall limit in any respect either party’s rights with respect to amounts payable pursuant to Section 1.7 (Post-Closing Adjustment to Purchase Price) or Section 1.8 (Earnout).

Related to Adjustment to Purchase Price

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

  • Base Purchase Price has the meaning set forth in Section 2.2.

  • Purchase Price has the meaning set forth in Section 2.2.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • 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.

  • Purchase Price Per Share means $0.01 per share, as may be adjusted from time to time in accordance with Section 5 or 6.

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • 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.

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.

  • Net Purchase Price has the meaning set forth in Section 2.1.

  • Deferred Purchase Price shall have the meaning set forth in Section 2(a).

  • Market Value Adjustment means, on a given date, an amount equal to the lesser of (x) 98% and (y) a percentage determined according to the following formula: Market Value Adjustment = 98% – [(10yrCMTt – 10yrCMTlaunch) ×Duration], where 10yrCMTt = the 10-Year Treasury Constant Maturity Rate published each business day by the Board of Governors of the Federal Reserve System, or, if such rate ceases to be published, a successor rate reasonably determined by the Trustees (the “10-Year CMT”), on such repurchase date; 10yrCMTlaunch = the 10-Year CMT as of the end of the Initial Offering Period; and Duration = an estimate of the duration of the periodic interest payments of a hypothetical coupon-paying U.S. Government Security with a 25-year maturity, calculated by the Trust’s Investment Manager as of the end of the Initial Offering Period;

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • SOFR Adjustment means 0.10% (10 basis points).

  • Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • 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 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.

  • Additional Purchase Price has the meaning provided in Section 1.2(b).

  • Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.

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

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.