Capital Expenditure Adjustment definition

Capital Expenditure Adjustment means (a) $0.05 per square foot per annum for Industrial Properties, and (b) $0.10 per square foot per annum for Office Properties, in each case, as adjusted for the applicable ownership period.

Capital Expenditure Adjustment means, as applicable, the amount by which the estimated Capital Expenditure Amounts either exceed or are below (i) the estimated actual gross capital expenditure (with no reduction for tenant allowances received) incurred and paid by the Acquired Companies between March 26, 2017 and the Closing as set forth on the Pre-Closing Statement as it relates to the Estimated Purchase Price, or (ii) the actual gross capital expenditure (with no reduction for tenant allowances received) incurred and paid by the Acquired Companies between March 26, 2017 and the Closing as set on the Closing Statement as it relates to the Final Purchase Price.

Capital Expenditure Adjustment shall have the meaning set forth in Section 2.2.

Examples of Capital Expenditure Adjustment in a sentence

• If the Final Pre-Closing Capital Expenditure Amount is less than the Estimated Pre-Closing Capital Expenditure Amount, then the Final Pre-Closing Capital Expenditure Adjustment shall be a negative number.

• Upon delivery of the Closing Balance Sheet, Purchaser will provide to Parent and Parent's accountants full access to the personnel and books and records of the Companies and their consolidated Subsidiaries, to the extent reasonably related to a review of the Closing Balance Sheet and the calculation of the Closing Net Working Capital and the Capital Expenditure Adjustment Amount.

• If Parent disagrees with the calculation of the Closing Net Working Capital, the Capital Expenditure Adjustment Amount or any element relevant thereto, it shall notify Purchaser of such disagreement in writing within forty five (45) days after its receipt of the Closing Balance Sheet and the calculation of the Capital Expenditure Adjustment Amount, which notice shall set forth in detail the particulars of such disagreement.

• The Cash Consideration shall be increased by the amount of any and all Non-Ordinary Course Capital Expenditures made by or on behalf of the Companies in accordance with Section 6.1(b)(7) between the date hereof and the Closing Date, provided any such Non-Ordinary Course Capital Expenditure shall have been made by the Companies pursuant to and in accordance with a written request from Buyer (the "Capital Expenditure Adjustment").

• If a Notice of Disagreement is not delivered by the Stockholder Representative to Parent prior to the expiration of the Review Period, the Stockholder Representative shall be deemed to have agreed to all items and amounts contained in the Closing Statement and the calculation of Closing Cash, Closing Indebtedness, Closing Transaction Expenses, Closing Net Working Capital and the Capital Expenditure Adjustment Amount.

More Definitions of Capital Expenditure Adjustment

Capital Expenditure Adjustment means the aggregate amount of all of the Capital Expenditures that Casella has made by means of equity investments in or loans from Casella or any Affiliate of Casella (provided that such loans will constitute Seller Liabilities) to or on behalf of the Controlled Purchased Companies, as specified on SCHEDULE 3.3 to this Agreement.

Capital Expenditure Adjustment or "CEA" has the meaning given to it in the Schedule headed "Completion Balance Sheet", Part D.

Capital Expenditure Adjustment has the meaning set forth in paragraph 2.3 of Schedule B;

Capital Expenditure Adjustment means the excess of the amount of ATX Capital Expenditure Obligation over the actual Capital Expenditures of ATX from the period between the ATX Balance Sheet Date and Closing, but in no event shall the Capital Expenditure Adjustment be a negative amount.

Capital Expenditure Adjustment shall have the meaning given to it in Section 2.3(a). “CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act or any similar applicable federal, state or local Law. “Cash and Cash Equivalents” means, with respect to any Person, the amount by which the aggregate amount of (a) its cash, checks, money orders, marketable securities and other cash equivalents that are freely usable and convertible to cash within thirty (30) days, including checks and drafts received but not yet cleared, but excluding any Restricted Cash, exceeds (b) its checks and drafts that have been issued but have not yet cleared, calculated, in each case, in accordance with the Accounting Principles. Notwithstanding the foregoing definition or anything contrary to this Agreement, if any payments are made between 11:59 p.m. (New York City time) on the day immediately prior to the Closing Date and Closing which are not captured as a liability in Closing Working Capital, Closing Indebtedness or Company Transaction Expenses, Closing Cash shall be reduced by the value of such payment. “Casualty Loss” shall have the meaning given to it in Section 6.20. “Closing” shall have the meaning given to it in Section 2.4(a). “Closing Balance Sheet” shall have the meaning given to it in Section 2.3(a)(i). “Closing Capital Expenditure” means an amount equal to (a) the aggregate amount of capital expenditures (excluding any capitalized interest) incurred in respect of capital expenditures for the Company and Company Subsidiaries with respect to the projects described in the Baseline Capex Schedule, plus (b) the aggregate amount of capital expenditures incurred for any new projects or matters which have been approved by Purchaser in writing following the date of this Agreement and which have not otherwise been set forth or reflected on the Baseline Capex Schedule, in each case, during the period beginning on July 1, 2020 and ending on the Business Day immediately prior to the Closing Date and determined in accordance with the Accounting Principles. “Closing Cash” means the aggregate amount of Cash and Cash Equivalents of the Company and the Company Subsidiaries on a consolidated basis calculated in accordance with the Accounting Principles as of 11:59 p.m. (New York City time) on the day immediately prior to the Closing Date, if any. “Closing Date” shall have the meaning given to it in Section 2.4(a). “Closing Incentive Payments” means the amounts of any Employee Bonuses payable on the Closin...

Capital Expenditure Adjustment means an amount equal to the one-time ------------------------------ Capital Expenditures made by the Borrowers or any Subsidiary thereof in connection with the Best Way Metals project; provided that the aggregate amount -------- of such Capital Expenditure Adjustment shall not exceed $3,000,000.

Capital Expenditure Adjustment means an amount equal to (x) $18,557,000 minus (y) the amount actually expended in cash (and not financed with capital leases included in the Retained Liabilities) on capital expenditures for, or directly in connection with, the Retained Business for the period from February 1, 2006 through June 1, 2006.