Downward Adjustment Amount definition

Downward Adjustment Amount has the meaning set forth in Section 1.5(a).

Downward Adjustment Amount has the meaning set forth in Section 2.17(d)(ii).

Downward Adjustment Amount shall have the meaning specified in Section 2.2(b)(iv).

Examples of Downward Adjustment Amount in a sentence

• 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.

• 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.

• 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 Accounts Receivable/Inventory Holdback Amount shall be used to satisfy (x) any Estimated Adjustment Amount pursuant to subsection 1.04(e); (y) any Downward Adjustment Amount owed to Buyer pursuant to Section 1.05 and (z) any indemnification claims arising from the breach of representations and warranties of Seller with respect to Sections 2.07 (Inventory) and 2.12 (Accounts Receivable) pursuant to and in accordance with Article IX hereof.

More Definitions of Downward Adjustment Amount

Downward Adjustment Amount shall have the meaning set forth in Section ‎3.1(d).

Downward Adjustment Amount shall have the meaning set forth in Section 1.13(c)(i).

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 2.6(e).

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

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;