Deferred Adjustment Claim definition

Deferred Adjustment Claim shall be as defined in Section 6.6.
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Deferred Adjustment Claim shall be as defined in Section 11.3.
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Deferred Adjustment Claim is defined in Section 2.10 of this Agreement.
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Examples of Deferred Adjustment Claim in a sentence

  • With respect to each potential Deferred Adjustment Claim, Buyer and Seller shall deliver to the other a written notice describing each such potential Deferred Adjustment Claim, the amount in dispute and a statement setting forth the facts and circumstances that support such Party’s position with respect to such Deferred Adjustment Claim.

  • At Closing, the Purchase Price shall not be adjusted on account of, and, except as provided in Sections 9.1(e) and 9.2(e), no effect shall be given to, the Deferred Adjustment Claim.

  • With respect to each potential Deferred Adjustment Claim, Buyer and Seller shall deliver to the other a written notice describing each such potential Deferred Adjustment Claim, the amount in dispute and a statement setting forth the facts and circumstances that support such party's position with respect to such Deferred Adjustment Claim.

  • In no event shall any Title Defect Amount, Environmental Defect Amount or Remediation Amount asserted by Buyer, or any Seller Title Credit asserted by Seller, as a Deferred Adjustment Claim exceed the amount asserted by Buyer or Seller therefor prior to the end of the Title Examination Period in accordance with Section 6.2 or the Environmental Examination Period in accordance with Section 5.5, as applicable.

  • Notwithstanding anything herein provided to the contrary, including Section 6.2(c), but without limiting Seller's rights under Sections 6.2(c)(ii) and 6.2(c)(iii), Seller shall be entitled to cure any Title Defect which constitutes a Deferred Adjustment Claim at any time prior to the point in time when a final and binding written decision of the board of arbitrators is made with respect thereto in accordance with the Arbitration Procedures.

  • At Closing, the Purchase Price shall not be adjusted on account of, and, except as provided in Sections 9.1(f) and 9.2(f), no effect shall be given to, the Deferred Adjustment Claim.

  • In no event shall any Title Defect Amount or Environmental Defect Value asserted by Purchaser as a Deferred Adjustment Claim exceed the amount asserted by Purchaser therefor prior to the end of the Examination Period.

  • Retailer shall have the right to terminate as set forth in Schedule 4.9.

  • With respect to each potential Deferred Adjustment Claim, Buyer and Seller shall deliver to the other a written notice describing each such potential Deferred Adjustment Claim, the amount in dispute and a statement setting forth the facts and circumstances that support such party’s position with respect to such Deferred Adjustment Claim.

  • Notwithstanding anything herein provided to the contrary, including Section 6.2(c), Seller shall be entitled to cure any Title Defect which constitutes a Deferred Adjustment Claim at any time prior to the point in time when a final and binding written decision of the board of arbitrators is made with respect thereto in accordance with the Arbitration Procedures.

Related to Deferred Adjustment Claim

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

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

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

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

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

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

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

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

  • Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.

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

  • Adjustment Payment means, in respect of any Security, the payment (if any) determined by the Determination Agent as is required in order to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value to or from the Issuer as a result of the replacement of the Index by the Alternative Pre-nominated Index. The Determination Agent may determine that the Adjustment Payment is zero.

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

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

  • Contract Adjustment Payments means the payments payable by the Company on the Special Payment Date or the Payment Dates in respect of each Purchase Contract, at a rate per year of [•]% of the Stated Amount per Purchase Contract.

  • 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.

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

  • Claim Determination Period means a calendar year. However, it does not include any part of a year during which a person has no coverage under This Plan, or any part of a year before the date this COB provision or a similar provision takes effect.

  • 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.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Earnout Amount has the meaning provided in Section 2.9(b).

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

  • 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.

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

  • Spread Adjustment means 100 basis points.

  • Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).

  • 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).