Downward Adjustment Amount definition

Downward Adjustment Amount has the meaning set forth in Section 1.6(d).

Downward Adjustment Amount has the meaning set forth in Section 2.3(d).

Downward Adjustment Amount has the meaning set forth in Section 2.13(a)(i).

Examples of Downward Adjustment Amount in a sentence

• Any portion of the Cash Merger Consideration Adjustment Escrow Fund that is not used to satisfy any claim of Parent pursuant to Section 1.9(e)(ii) in respect of any Aggregate Downward Adjustment Amount shall, as promptly as reasonably practicable after the Determination Date, be released by the Escrow Agent to the Exchange Agent for distribution to the Company Members in accordance with their respective Pro Rata Percentages.

• The Cash Merger Consideration Adjustment Escrow Fund shall constitute an escrow fund securing any claim of Parent in the event that there is an Aggregate Downward Adjustment Amount, and shall be used solely to promptly satisfy any claim of Parent pursuant to Section 1.9(e)(ii) in respect of any Aggregate Downward Adjustment Amount.

• Notwithstanding anything to the contrary contained herein, Buyer agrees that under no circumstance shall Escrow Agent release any of the Escrow Amount to Buyer to satisfy any amounts owed to Buyer in respect of the Downward Adjustment Amount except as otherwise permitted pursuant to Section 9.04(b).

• Notwithstanding the foregoing, if Seller has not paid any amounts due to Buyer on account of an undisputed Downward Adjustment Amount pursuant to Section 1.05 hereof, Seller agrees to use any funds remaining in the Escrow Amount immediately prior to its release to Seller, towards the satisfaction of each unpaid Downward Adjustment.

• The Additional Purchase Price or the Downward Adjustment Amount, as the case may be (excluding payments attributable to interest), will be treated by the parties as an increase or decrease, as the case may be, in the Purchase Price.

More Definitions of Downward Adjustment Amount

Downward Adjustment Amount shall have the meaning set forth in Section 2.6(g).

Downward Adjustment Amount shall exist to the extent (if any) of the positive difference between (y) the Original Exchange Value and (z) the Final Exchange Value.

Downward Adjustment Amount is defined in Section 2.4(b).

Downward Adjustment Amount is defined in Section 1.4(e) of this Agreement.

Downward Adjustment Amount means an amount equivalent to the Actual Holding Amount less the Scheduled Holding Amount;

Downward Adjustment Amount means the amount by which the Estimated Consideration exceeds the Final Consideration.

Downward Adjustment Amount means an amount equal to the sum of (a) the amount of any increase of the aggregate amount of regulatory liabilities for excess federal accumulated deferred income Taxes resulting from the Tax Cut and Jobs Act of 2017 plus (b) the amount of any decrease of the aggregate amount of regulatory assets for state accumulated deferred income Taxes resulting from the change in the Qualified New York Manufacturing Exemption, in the case of clauses (a) and (b), arising solely as a result of an action or determination by a Governmental Authority between the date hereof and the Closing Date in connection with the resolution of the ongoing Tax proceeding involving the Company or the regulatory approval of the transactions contemplated herein.