Agreed Adjustment definition

Agreed Adjustment shall have the meaning set forth in Section 4.1(c)(ii).
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Agreed Adjustment has the meaning set forth in Section 12.9(a).
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Agreed Adjustment shall have the meaning ascribed to such term in Section 5.1 hereof.
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Examples of Agreed Adjustment in a sentence

  • In addition to the Purchase Price, Purchaser shall pay to Seller the Agreed Adjustment Amount, as determined in accordance with Section 7.2. The total amount payable by Purchaser at Closing (the “Closing Payment”) shall be the sum of the Purchase Price and the Agreed Adjustment Amount.

  • On or before the fifth day following the earlier to occur of the expiration of the Response Period and the date Purchaser receives Sellers' Representative's statement of discrepancies, Purchaser or the Sellers, as the case may be, shall pay the portion of the Adjustment Amount, if any, as to which there is no discrepancy (the "Agreed Adjustment Amount") and in accordance with each Seller's Ownership Percentage, if the Agreed Adjustment Amount is owing from the Purchaser.

  • In lieu of making adjustments or apportionments in respect of distributable income, working capital or other amounts, the parties have agreed to make one aggregate adjustment by Purchaser’s payment to Seller on the Closing Date of the Agreed Adjustment Amount.

  • The Gross Purchase Price shall be reduced by the sum of (i) the Agreed Adjustment Amount, (ii) the outstanding principal amount of the Notes as of the Closing Date, which shall remain outstanding immediately after the Closing Date, and (iii) the LDA Ascent Arena Company Membership Interest Value (the Gross Purchase Price as so adjusted, being referred to as the "Adjusted Purchase Price").

  • Tax Benefit Offset -------------------------------------- Gross-Up Factor Pursuant to the formula above, the amount of any Bonus to be paid by Company to Executive hereunder shall be reduced by any reduction of Taxes received by or to be received by Executive due to the additional income tax basis that Executive will receive or has received in the Shares as a result of the Agreed Adjustment (the "Tax Benefit Offset").

  • Following the end of the second calendar quarter of 2009, Holdco and Manager shall agree upon an adjustment for Bad Debt, refunds of Resident payments, other cash adjustments and other reserves (the “Agreed Adjustment”), and the Estimated Base Management Fees paid in each month following such agreement shall be based on the Gross Revenues for the most recent month for which the actual Gross Revenues have been determined and shall be reduced by the Agreed Adjustment.

  • The Gross-Up Factor is a mechanism to place Executive in a position so that after paying his Taxes with respect to the Bonus, his net after tax amount will be sufficient to cover the Agreed Adjustment as reduced by the Tax Benefit Offset.

  • In the event Purchaser and Seller resolve any differences as to the Adjustment Amount (the “Agreed Adjustment Modifications”), the Adjustment Amount set forth in the Preliminary Adjustment Statement, as adjusted by the Agreed Adjustment Modifications, shall be final and binding as the Adjustment Amount for all purposes of this Agreement.

  • The “Closing Date Consideration” shall be equal to the Base Purchase Price, as increased by the Working Capital Overage, if any, or decreased by the Working Capital Underage, if any minus the Agreed Adjustment Amount.

  • For example, assume that the Agreed Adjustment less the Tax Benefit Offset is $10,000.


More Definitions of Agreed Adjustment

Agreed Adjustment means an amount equal to $17,779,536.
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Agreed Adjustment has the meaning set forth in Section 2.5(c).
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Agreed Adjustment shall be that amount which is the sum of the Volume Adjustment and the Yield Adjustment.
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Related to Agreed Adjustment

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

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

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

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

  • 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.

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

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

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

  • 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;

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

  • Term SOFR Adjustment means a percentage equal to 0.10% per annum.

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

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

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

  • Cost of Living Adjustment means the percentage (if any) by which the Consumer Price Index for the month of October preceding the adjustment ex- ceeds the Consumer Price Index for the month of October one year before the month of October preceding date of the adjustment.

  • 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.

  • 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.

  • Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(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.

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • ISDA Fallback Adjustment means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.