Closing Adjustments Schedule definition

Closing Adjustments Schedule shall have the meaning set forth in Section 1.7(a).
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Closing Adjustments Schedule has the meaning set forth in Section 2.03(a).
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Examples of Closing Adjustments Schedule in a sentence

  • The Closing Adjustments Schedule shall be prepared in accordance with GAAP, subject to the Calculation Principles.

  • Any such notice of disagreement shall specify those items or amounts as to which the Purchaser disagrees, and the Purchaser shall be deemed to have agreed with all other items and amounts contained in the Closing Adjustments Schedule and the calculation of the Final Purchase Price delivered pursuant to Section 1.7(a).

  • In connection with Chemtura’s preparation of the Closing Adjustments Schedule, Purchaser shall be permitted to make available to Chemtura any documentation or data that Purchaser deems reasonably relevant to the preparation thereof, and Purchaser shall cooperate in providing such information as Chemtura may reasonably request from Purchaser to assist Chemtura with the preparation thereof.

  • In making such calculation(s), the Accountant shall consider only those items or amounts in the Closing Adjustments Schedule or Chemtura’s calculation of Closing Working Capital, Closing Indebtedness and/or the Retained Cash, as applicable, as to which Purchaser has disagreed.

  • Any such notice of disagreement shall specify those items or amounts as to which Purchaser disagrees, and Purchaser shall be deemed to have agreed with all other items and amounts contained in the Closing Adjustments Schedule and the calculation of Closing Working Capital, Closing Indebtedness and/or the Retained Cash, as applicable, delivered pursuant to Section 1.7(a).

  • Two (2) business days prior to the Closing Date Seller shall deliver to the Buyer a schedule detailing its good faith estimate of the Acquired Store Inventory Value and the Non-Acquired Store Inventory Value on a store-by-store and aggregate basis (the "Estimated Inventory Value"), the Purchase Price Adjustment required by Sections 2.a.ii.C and 2.a.ii.D above and the certificate required by Section 11.b.ii and the resulting Purchase Price Adjustment, if any (the "Closing Adjustments Schedule").

  • The Closing Adjustments Schedule shall be prepared in accordance with the Calculation Principles.

  • In the event of a dispute between the parties as to the Closing Adjustments Schedule, which cannot be resolved prior to the Closing Date, the parties shall close based upon the Closing Adjustments Schedule.

  • The parties shall instruct the Independent Accountant to render its decision as to the disputed items and the effect of its decision on the Closing Adjustments Schedule as promptly as practicable but in no event later than 60 calendar days after the date of such submission.

  • When restarting patients who have been off quetiapine for less than one-week, gradual dose escalation may not be required and the maintenance dose may be re-initiated.

Related to Closing Adjustments 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.

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

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

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

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

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

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

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

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

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

  • Closing Balance Sheet has the meaning set forth in Section 2.4(a).

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

  • 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;

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Preliminary Closing Balance Sheet has the meaning set forth in Section 2.2(b) below.

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

  • Working Capital Adjustment has the meaning set forth in Section 2.5(a).

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

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

  • Cost of Living Adjustment or “COLA” means a percentage-based general wage increase adjustment provided in accordance with this memorandum of agreement. COLA is an upward adjustment applied to and folded into all wage rates. The "annualized average of BC CPI over twelve months” (AABC CPI) means the Latest 12-month Average Index % Change reported by BC Stats in March for British Columbia for the twelve months starting at the beginning of March in the preceding year and concluding at the end of the following February. The “Latest 12-month Average Index”, as defined by BC Stats, is a 12-month moving average of the BC consumer price indexes of the most recent 12 months. This figure is calculated by averaging index levels over the applicable 12 months. The Latest 12-month Average Index % Change is reported publicly by BC Stats in the monthly BC Stats Consumer Price Index Highlights report. The BC Stats Consumer Price Index Highlights report released in mid-March will contain the applicable figure for the 12 months concluding at the end of February. The percentage change reported by BC Stats that will form the basis for determining any COLA increase is calculated to one decimal point. For reference purposes only, the annualized average of BC CPI over 12 months from March 1, 2021 to February 28, 2022 was 3.4%.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • 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).

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