Completion Adjustment shall have the meaning set forth in Part I of Appendix B.
Completion Adjustment means either:
Completion Adjustment means either: (1) (A) the amount, if any, released to the Class B Member from the Project Completion Account (as defined in the ECCA) following achievement of Final Completion (as defined in the ECCA) in accordance with the ECCA or (B) the amount of distributions by PWI Holdings in accordance with the Depository Agreement (as defined in the Western Interconnect Loan Agreement) attributable to funds transferred from the Completion Account (as defined in the Western Interconnect Loan Agreement) (each such amount so released or distributed, the “Surplus Amount”); or (2) (A) if the amounts on deposit in the Project Completion Account (as defined in the ECCA) are insufficient to (x) fund the actual costs and expenses (including the costs and expenses of or related to any Delayed Turbines (as defined in the ECCA)) necessary to achieve Final Completion (as defined in the ECCA) and (y) pay all Transaction Expenses (as defined in the ECCA), the aggregate amount of any such shortfall or (B) if the amounts on deposit in the Completion Account (as defined in the Western Interconnect Loan Agreement) are insufficient to fund the actual costs and expenses necessary to achieve Final Completion (as defined in the Western Interconnect EPC Contract), the aggregate amount of any such shortfall (each such shortfall, the “Deficit Amount”). If the Completion Adjustment is an amount determined under clause (1), then the Surplus Amount shall be paid by Purchaser to Seller on the Completion Adjustment Date, and the Final Base Purchase Price will increase by the Surplus Amount. If the Completion Adjustment is an amount determined under clause (2), then the Deficit Amount shall be paid by Seller to Purchaser on the Completion Adjustment Date, and the Final Base Purchase Price will decrease by the Deficit Amount. App. B - 5
Examples of Completion Adjustment in a sentence
If paragraph 5.19(b) applies and the Adjustment Escrow Amount exceeds the Final Completion Adjustment Payment, the Adjustment Escrow Amount is payable by the Adjustment Escrow Agent to VTH RE.
Final Completion Adjustment Payment means the Final Completion Adjustment Amount less the Estimated Completion Adjustment Amount.
As part of the expansion plan, the capacity of NALCO’s smelter at Angul is being increased from 0.46 mtpa to one mtpa with an investment of ₹.
The Consideration so as increased, or (as the case may be) reduced pursuant to the above Post- Completion Adjustment shall be the “Adjusted Consideration”.
The number of Adjustment Shares to be issued to the Vendors will be calculated by reference to the Completion Adjustment Amount.
More Definitions of Completion Adjustment
Completion Adjustment shall have the meaning set forth in Part I of Appendix B. “Completion Adjustment Date” shall have the meaning set forth in Part I of Appendix B. “Consents” shall have the meaning set forth in Section 2.5. “Deficit Amount” shall have the meaning set forth in Part I of Appendix B. App. A-1 - 1
Completion Adjustment means the adjustment to the Purchase Price as detailed in thesection headed “Completion Adjustment to the Consideration”
Completion Adjustment has the meaning set out in clause 3.3. Completion Date: the date of this agreement. Completion Payment: US$11,893,764.79, having been determined as follows: US$15,941,048.00 (being the agreed enterprise value of the Company), less US$3,781,250.00 (being the agreed value of the Consideration Shares), less an amount equal to the Escrow Amount plus an amount equal to the Estimated Cash x 0.85, less an amount equal to the Estimated Indebtedness and plus an amount equal to the Estimated Working Capital Adjustment, and subject to adjustment in accordance with clause 3.3.
Completion Adjustment means either: (1) the amount, if any, released to the Class B Members from the Project Completion Account following achievement of Final Completion in accordance with the ECCA (the amount so released, the “Surplus Amount”); or (2) if the amounts on deposit in the Project Completion Account (as defined in the ECCA) are insufficient to (x) fund the actual costs and expenses necessary to achieve Final Completion and (y) pay all Transaction Expenses, the aggregate amount of any such shortfall (the “Deficit Amount”). If the Completion Adjustment is an amount determined under clause (1), then the Surplus Amount shall be paid by Purchaser to Seller on the Completion Adjustment Date. If the Completion Adjustment is an amount determined under clause (2), then the Deficit Amount shall be paid by Seller to Purchaser on the Completion Adjustment Date. Payment Mechanics and Payee Information: The Purchase Price shall be paid in accordance with the flow of funds memorandum to be agreed upon between Purchaser and Seller on the Closing Date.
Completion Adjustment. MEANS AN AMOUNT, IF ANY, PAYABLE BY THE BUYERS OR THE SELLER PURSUANT TO CLAUSE 5; “COMPLETION DATE” HAS THE MEANING GIVEN TO IT IN CLAUSE 7.2;
Completion Adjustment. Amount the meaning given in clause 7.5(a) Completion Date the date on which Completion occurs. Completion Payment $170,000,000, 1 plus an amount equal to the Surety Amount as at the Completion Date; and 2 less an amount equal to all Employment Benefits (including Leave Benefits) that have accrued as at the Completion Date. and where the Surety Amount or the Employment Benefits are expressed in non-US dollars, they will be converted into US dollars on the basis of the noon rate of exchange quoted by the U.S. Federal Reserve on the Business Day immediately preceding the Completion Date. Completion Steps the steps that each party must carry out, which are set out in Schedule 5. Condition a condition set out in the table in Schedule 2. Term Meaning Confidentiality Agreement the confidentiality agreement dated 24 May 2022 between Seller and the Buyer. Consolidated Group a consolidated group or a MEC group as those terms are defined in section 995- 1 of the ITAA 1997. Contingent Consideration up to: (a) $30,000,000 of further consideration that may be payable by the Buyer in respect of the Sale Shares in accordance with the Contingent Consideration Deed, being the NSR Excess Cashflow Payment (as defined in the Contingent Consideration Deed); and (b) $30,000,000 of further consideration that may be payable by the Buyer in respect of the Sale Shares in accordance with the Contingent Consideration Deed , being the New Resource Discovery Payment (as defined in the Contingent Consideration Deed). Contingent Consideration Deed the contingent consideration deed to be entered into on Completion substantially in the form attached as Schedule 9. Corporations Act Corporations Act 2001 (Cth). Cut Off Date 28 February 2023, or such later date as may be agreed between the parties in writing; provided that, in the event that the Condition in item 2 of Schedule 2 is not satisfied by 28 February 2023, either the Seller or the Buyer may, in its sole discretion, extend the Cut Off Date up to 60 days by delivering notice in writing to the other party on or prior to the Cut Off Date, so long as the total extension of the Cut-Off Date is not more than 60 days. Data Room the Seller’s “Copper Mountain Mining Corporation” virtual data room hosted by Firmex as it exists on 5 October 2022 at 11:45 PM (ET). Data Room Index the index of documents Disclosed in the Data Room in the agreed form. Demand a written notice of, or demand for, an amount payable.
Completion Adjustment has the meaning given to it in clause 7.2.