Closing Purchase Price Adjustment definition

Closing Purchase Price Adjustment has the meaning given in Section 2.2(d).
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Closing Purchase Price Adjustment. On the Closing Date the Initial Base Purchase Price will be adjusted to reflect the Sale Model Adjustment as described below. “Sale Model Adjustment” means an increase or decrease, as the case may be, in the Initial Base Purchase Price payable at the Closing (i) necessary for the Purchaser to maintain under the Closing Sale Model (as defined below) the economic benefits to be received by Purchaser as reflected in the Sale Model, and (ii) subtracting, if applicable, the GRT Price Adjustment. The Sale Model Adjustment shall be determined as follows: (1) Three (3) Business Days prior to the expected Closing Date or, if later, finalization of the Base Case Model (as defined in the ECCA) pursuant to Section 2.2(c) of the ECCA, Seller shall provide to Purchaser an updated Sale Model that shall reflect any changes since the date of this Agreement to the following (and not any other changes): (A) the amounts reflected in the update of the Base Case Model pursuant to Section 2.2(c) of the ECCA with respect to (i) the items set forth in Exhibit B of the Project Agreement under the caption “Members, Capital Contributions, Etc.” (excluding the Deficit Account Caps and, for the avoidance of doubt, the amount of the capital contribution of Broadview B Member LLC) and (ii) items (i) and (j) of Annex 19 to the ECCA; (B) preserving the Class A Investor Payout; (C) the number of Wind Turbines (as defined in the ECCA) below one hundred forty-one (141) with respect to which the Independent Engineer (as defined in the ECCA) has delivered a certificate substantially in the form of Annex 12 to the ECCA on or prior to the expected Closing Date; and (D) Any manifest errors in the Base Case Model corrected in accordance with Section 2.2(c) of the ECCA. Separately, to the extent any New Mexico state gross receipts tax is determined in writing by the relevant taxing authorities after the date of this Agreement to be assessed (or, potentially in the case of a Post-Closing Purchase Price Adjustment, not to be assessed) on the transmission wheeling fees paid by the Project Companies under their Transmission Service Agreements, the GRT Price Adjustment will be calculated by: (i) revising the Sale Model solely to reflect the assessment of the state gross receipts tax on the transmission wheeling fees, (ii) updating the tax equity partnership parameters in such Sale Model pursuant to Section 2.2(c) of the ECCA but adjusting the input assumptions in such Sale Model solely for the gross rece...
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Closing Purchase Price Adjustment means (i) unbilled revenue plus (ii) accounts receivable for billing in advance minus (iii) billing in advance minus (iv) accrued consultants payable, in each case of (i) through (iv) under the Assumed Contracts, minus (v) the aggregate amount under the Excess Plan, minus (vi) the aggregate amount under the Incentive Plan, in each case determined as of 12:00 a.m. prevailing Eastern Time on the Closing Date.
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Examples of Closing Purchase Price Adjustment in a sentence

  • At cavitation inception, in addition to bubble collapse, the tensile strength of the working fluid also changes dramatically so that the bubbles can form.

  • The Closing Purchase Price Adjustment Calculation was prepared by the Parties in good faith and Exhibit D specifies the extent to which the Net Working Capital Amount is greater or less than the Target Net Working Capital.

  • The Forecasted Closing Balance Sheet and the Closing Statement shall be subject to Buyer's review and approval for purposes of verifying the Estimated Closing Purchase Price Adjustment; provided, however, that Buyer's review and approval thereof shall not affect the preparation of the Closing Balance Sheet or the Actual Closing Purchase Price Adjustment in accordance with Section 2.4 below.

  • If Buyer disagrees with the amount of the Actual Closing Purchase Price Adjustment, Buyer shall give Seller a written notice (a "Dispute Notice") explaining in reasonable detail the basis of such disagreement within ten (10) business days after Buyer's receipt of the Closing Balance Sheet and such disagreement shall be resolved in accordance with Section 2.5 below.

  • If the Final Closing Purchase Price Adjustment is greater than the Estimated Closing Purchase Price Adjustment, then the Buyer shall, within five Business Days following the later of the determination of (A) the Final Closing Purchase Price Adjustment or (B) the AUM Adjustment Amount pursuant to Section 2.3(b), deliver to the Sellers pro rata based on their respective Purchase Price Percentages to the Designated Accounts, the amount of such excess by wire transfer of immediately available funds.

  • Any adjustment to the Base Purchase Price pursuant to this Section 2.04(b) shall be referred to herein as the “ Closing Purchase Price Adjustment .” Buyer shall not make any withholding or similar deduction from any amounts payable pursuant to this Agreement, unless there is a change in Applicable Law prior to the Closing Date that requires such withholding.

  • If Buyer agrees in writing with the amount of the Actual Closing Purchase Price Adjustment or if Buyer does not timely give Seller a Dispute Notice, the Actual Closing Purchase Price Adjustment shall be final, binding and conclusive on Buyer and the appropriate payment shall be made as provided in Section 2.4(b) below.

  • Within forty five (45) days after the Closing Purchase Price Adjustment Report in detail its final determination of the proposed Final Surplus Amount as of the Closing Date, together with any documents substantiating the calculations proposed in the Purchase Price Adjustment Report.

  • If the Actual Closing Purchase Price Adjustment differs from the Estimated Purchase Price Adjustment, the party benefiting from such difference shall promptly pay to the other party the amount of such difference and the corresponding underpayment or overpayment, as applicable, of the Interest Payment (calculated in accordance with Section 2.3(c) above).

  • In the event that the Closing does not occur on or prior to April 17, 2000, Buyer shall pay to Seller interest at a rate of 12.0% per annum on the cash portion of the Purchase Price payable at Closing (as adjusted by the Estimated Closing Purchase Price Adjustment) from April 17, 2000 to the Closing Date (the "Interest Payment").


More Definitions of Closing Purchase Price Adjustment

Closing Purchase Price Adjustment shall have the meaning set forth in Part I of Appendix B.
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Closing Purchase Price Adjustment which may be positive or negative, shall mean an amount equal to (i) the Estimated Adjusted Purchase Price (calculated using the Final Closing Working Capital) minus (ii) the Estimated Adjusted Purchase Price (calculated using the Estimated Closing Working Capital).
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Closing Purchase Price Adjustment has the meaning set forth in Section 2.6(a)(v) of this Agreement.
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Closing Purchase Price Adjustment. Article 3.2.1 “Company” Recitals “Competing Business” Article 6.9.2 (i) “Contributed Managers Shares” Preamble “Contributing Manager” Article 2.4.4 “Contribution” Article 6.8.7 “Corporate Seller Closing Payment” Article 3.2.1(b) “Corporate Seller Entity” Article 6.8.1 “Corporate Seller Guarantees” Article 6.8.10 “Corporate Seller Request” Article 6.11.3 “Corporate Seller Shares” Recitals “Curing Period” Article 6.5.1 (i) “Data Room” Recitals “Data Room Index” Recitals “Deputy Agent” Article 9.2.1 “Documentation Schedule” Article 8.1.1 “Draft Adjustment Statement” Article 3.2.2 (i) “Duration Period” Schedule 8.3 (1.3.14) Definition Location “Environmental Action” Article 6.10.1
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Closing Purchase Price Adjustment which shall mean the amount obtained employing the same methodology as used to determine the Estimated Purchase Price Adjustment, but using Closing Debt, Closing Tangible Net Book Value and Closing Cash amounts rather than Estimated Debt, Estimated Tangible Net Book Value and Estimated Cash amounts. Buyer shall use commercially reasonable efforts to furnish the Closing Balance Sheet as soon as practicable within such 150-day period after the Closing, but in the event Buyer, using such efforts, is not able to furnish the Closing Balance Sheet within such period, the Parties agree that the time period for delivery of the Closing Balance Sheet shall be extended to the extent reasonably necessary for (i) Buyer to determine the proper amount of any asset or liability of the Company that may not have been correctly recorded by the Company in past periods and (ii) Buyer to obtain and incorporate into the Closing Balance Sheet such information from the Stockholder Representative as may be reasonably necessary to complete the Closing Balance Sheet, which information shall be furnished in a timely manner. Buyer will notify the Stockholder Representative in writing as soon as reasonably practicable if it determines that it will not be able to furnish the Closing Balance Sheet within such 150-day period and will include in such notice a list of all information required from the Stockholder Representative as may be reasonably [*] Indicates confidential text omitted and filed separately with the Securities and Exchange Commission. EXECUTION COPY necessary to complete the Closing Balance Sheet. With respect to any failure to timely provide the Closing Balance Sheet to the Stockholder Representative, the Stockholders will receive only actual damages (if any) caused by such failure. Buyer shall cooperate with the Stockholder Representative in furnishing information, documents and such other assistance as is reasonably requested by the Stockholder Representative to facilitate its review of the Closing Balance Sheet. The Stockholder Representative will have a period of forty-five (45) days after receipt of the Closing Balance Sheet to notify Buyer in writing of their election to accept or reject (and in the case of a rejection, there must be included in such notice the reasons for rejection in reasonable detail) the Closing Balance Sheet and any Closing Purchase Price Adjustment determined therefrom. In the event no written notice is received by Buyer during such forty-five ...
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Related to Closing Purchase Price Adjustment

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

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • 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.

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

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • 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 2.04(c).

  • Adjustment Escrow Amount means $1,000,000.

  • Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Loan Purchase Price With respect to any Home Equity Loan purchased from the Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b) or 8.10(b) hereof, an amount equal to the outstanding principal balance of such Home Equity Loan as of the date of purchase (assuming that the Monthly Remittance Amount remitted by the Servicer on such Monthly Remittance Date has already been remitted), plus all accrued and unpaid interest on such Home Equity Loan at the Coupon Rate to but not including the date of such purchase together with (without duplication) the aggregate amounts of (i) all unreimbursed Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan, (iii) all reimbursed Delinquency Advances and Servicing Advances to the extent that reimbursement is not made from the Mortgagor and (iv) any costs and damages incurred by the Trust in connection with any violation by the Home Equity Loan of any predatory or abusive lending law.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

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

  • Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.

  • 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.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Base Purchase Price has the meaning set forth in Section 2.2.

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

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Net Purchase Price has the meaning set forth in Section 2.1.

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.