Closing Adjustment Schedule definition

Closing Adjustment Schedule means a schedule, prepared by the Company, setting forth, in reasonable detail, the Company’s good faith calculations of the Adjustment Amount, including calculations of the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared in accordance with GAAP and certified by the Company’s chief executive officer and chief financial officer.
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Closing Adjustment Schedule has the meaning given in Section 2.3.2.
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Closing Adjustment Schedule has the meaning set forth in Section 2.3(b). “Closing Date” has the meaning set forth in Section 6.1.
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Examples of Closing Adjustment Schedule in a sentence

  • If any information contained in the Closing Payment Certificate, including the Closing Date Allocation Schedule and/or the Closing Adjustment Schedule, is determined to be inaccurate or incomplete, the Company shall deliver an updated Closing Payment Certificate, Closing Date Allocation Schedule and Closing Adjustment Schedule no later than the next Business Day after the need for such update is determined or identified.

  • If the AKD Redemption Price is increased or decreased as a result of a post-Closing adjustment to the AKD Net Asset Value pursuant to Section 2.3, then the amount of cash paid by GCI to AKD and by AKD to Parent and the AKD Members pursuant to this Section 2.4 shall be proportionately adjusted with appropriate payments to be made by GCI or Parent and the AKD Members within five Business Days after the Closing Adjustment Schedule has been finalized in accordance with Section 2.3.

  • GCI's failure to timely notify AKD in writing of the existence of such a disagreement shall be deemed, for all purposes, GCI's acceptance of the Closing Adjustment Schedule.

  • In resolving the Disagreement, the Accountants shall only consider those items or amounts in the Closing Adjustment Schedule as to which GCI has disagreed.

  • AKD and the AKD Members shall provide GCI with such other information concerning the Closing Adjustment Schedule as GCI may reasonably request.

  • The Closing Adjustment Schedule shall be prepared by AKD and the AKD Members in good faith and in a manner consistent with GAAP and the balance sheets included in the AKD Financial Statements.

  • The Closing Adjustment Schedule will be prepared as of the Closing Date but will be consistent in form with the AKD Interest-Bearing Obligations and the AKD Net Working Capital as of May 31, 2006 set forth on Schedule 2.3.2 attached hereto and incorporated herein by this reference.

  • After completing their review of the Disagreement, the Accountants shall resolve each item in dispute and confirm their conclusion (and the resulting Closing Adjustment Schedule) in writing to the AKD Members’ Agent and GCI, and the decision of the Accountants regarding such adjustment shall be final and binding upon the parties hereto for all purposes and enforceable in any court of competent jurisdiction.

  • During the 30-day review period, GCI shall have full access to the AKD Group’s books and records during normal business hours and upon reasonable notice, and to the employees, representatives and agents of AKD who prepared, or assisted in the preparation of, the Closing Adjustment Schedule.

  • Each of GCI and the AKD Members’ Agent shall submit to the Accountants its proposal concerning what the Closing Adjustment Schedule should be, and the parties shall submit to the Accountants all relevant financial data, and the Disagreement shall be submitted for final and binding arbitration and resolution before representatives of the Accountants.

Related to Closing Adjustment Schedule

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

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

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

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

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

  • Purchase Price Allocation Schedule has the meaning given to it in Section 2.7(a).

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

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

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

  • Allocation Schedule has the meaning set forth in Section 2.07.

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • SNB Adjustment Spread means, with respect to the SNB Policy Rate, the spread to be applied to the SNB Policy Rate in order to reduce or eliminate, to the extent reasonably practicable under the circumstances, any economic prejudice or benefit (as applicable) to Noteholders as a result of the replacement of the Swiss Average Rate Overnight with the SNB Policy Rate for purposes of determining SARON, which spread will be determined by the Calculation Agent, acting in good faith and a commercially reasonable manner, taking into account the historical median between the Swiss Average Rate Overnight and the SNB Policy Rate during the two year period ending on the date on which the SARON Index Cessation Event occurred (or, if more than one SARON Index Cessation Event has occurred, the date on which the first of such events occurred).

  • Billing Adjustment Credit To provide Customer the benefit of the rates and discounts in the Amendment as of the Effective Date and until such rates and discounts are implemented, the Company shall provide Customer with a one-time billing adjustment credit equal to $152,300.00 plus applicable taxes and surcharges. This credit shall compensate Customer for the difference between the Tariff/Guide/list rates invoiced during the 1st full billing cycle following Customer's signature date above and the rates and discounts in this Agreement.

  • Final Settlement Statement has the meaning set forth in Section 2.6(b).

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

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

  • 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.

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

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

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

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

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

  • Preliminary Settlement Statement shall have the meaning given such term in Section 3.2.

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

  • Settlement Statement has the meaning set forth in Section 3.2(a).

  • 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.