Aggregate Adjustment definition

Aggregate Adjustment means the sum (which may be a positive or negative number) of all Entity Adjustments for every target entity, excluding Eliminated Entities.

Aggregate Adjustment means an amount, which may be a positive or a negative number, equal to the sum of (i) the amount (positive or negative) obtained by subtracting the Target Net Working Capital from the Closing Date Net Working Capital, (ii) a negative amount equal to the amount, if any, of the Company Indebtedness immediately prior to Closing and (iii) a negative amount equal to the accrued but unpaid Transaction Expenses.

Aggregate Adjustment means the amount (which may be a positive or a negative number) equal to the sum of: (x) an amount (the “Net Tangible Asset Value Adjustment”) (which may be a positive or negative number) obtained by subtracting $4,700,000 from the Net Tangible Asset Value as of the Closing Date (the “Closing Net Tangible Asset Value”) as finally determined pursuant to Section 2.2 plus (y) the Net Indebtedness as of the Closing Date (the “Closing Date Net Indebtedness”) (which may be a positive or negative number) as finally determined pursuant to Section 2.2. Notwithstanding anything herein to the contrary, any amounts included in the Net Tangible Asset Value cannot be included in the Closing Date Net Indebtedness and vice versa.

Examples of Aggregate Adjustment in a sentence

• Aggregate Adjustment Limit: Do not exceed a 7% adjustment on any single sieve from the approved mix design to the Job Mix Formula (JMF).

• At least three Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser a statement (the “Estimated Closing Statement”) containing Seller’s good faith estimate of the Estimated Aggregate Adjustment, together with a reasonably detailed computation of such estimate.

• Attached hereto as Schedule 2.3 is an illustrative calculation of the Aggregate Adjustment as of the Balance Sheet Date as if the Balance Sheet Date were the Closing Date.

• The fees and expenses payable to the Accounting Firm (or any other accounting firm designated by the Accounting Firm) in connection with determining the difference, if any, in the Aggregate Adjustment set forth in the Closing Statement as finally determined pursuant to this Section 2.4(c) (the “Final Adjustment Amount”) shall be split equally between Purchaser and Seller.

• The Estimated Aggregate Adjustment shall be prepared in accordance with the illustrative calculation included on Schedule 2.3 using the same methodologies, practices, policies and judgments as were used in the preparation of the Financial Statements, except as otherwise provided in this Agreement, including Schedule 2.3, or as otherwise mutually agreed by the Parties in writing.

More Definitions of Aggregate Adjustment

Aggregate Adjustment shall have the meaning set forth in Section 1.2(a).

Aggregate Adjustment means the aggregate of the Environmental Defect Adjustment and the Interest Addition Adjustment.

Aggregate Adjustment has the meaning set forth in Section 2.6(b).

Aggregate Adjustment has the meaning set forth in Section 3.2(e) below.

Aggregate Adjustment means the amount, which may be a positive or a negative number, by which the Purchase Price shall be adjusted equal to the sum of:

Aggregate Adjustment. The difference between the Benchmark Projected Fees and the Reset Formulas Projected Fees.

Aggregate Adjustment means the lesser of (A) $5 million and (B) the sum of the Per Share Adjustment for all of the Applicable Shares.