Estimated Adjustment Amount Statement definition

Estimated Adjustment Amount Statement shall have the meaning set forth in Section 2.6.
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Estimated Adjustment Amount Statement has the meaning set forth in Section 1.6(a).
Sample 1

Examples of Estimated Adjustment Amount Statement in a sentence

  • The Estimated Closing Statement and the Estimated Adjustment Amount Statement shall be binding on the parties hereto for purposes of this Section 1.6(a) and for purposes of determining the Estimated Purchase Price in Section 1.5(a).

  • The Estimated Adjustment Amount Statement shall (i) with respect to the Net Cash Balance calculation and the Net Working Capital Shortfall calculation, be prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Financial Statements and (ii) be certified by a financial officer of the Company.

  • Sellers shall cooperate with Buyer and provide a reasonable opportunity for Buyer to discuss the calculation of the estimates used for the purposes of preparing the Estimated Adjustment Amount Statement.

  • Notwithstanding the foregoing, Purchasers’ agreement with the Estimated Adjustment Amount (or any item set forth in the Estimated Adjustment Amount Statement) shall not foreclose, prevent, limit or preclude any rights or remedy of Purchasers set forth in this Agreement.

  • The Estimated Adjustment Amount Statement shall (i) with respect to the Estimated Net Cash calculation and the Estimated Net Working Capital Difference calculation, be prepared in accordance with IFRS applied on a basis consistent with the preparation of the Financial Statements and in substantially the same form as the reference statement set forth in Schedule 2.6 of the Disclosure Schedules and (ii) be certified by a director of the Company.

  • If Purchasers shall reasonably disagree, in good faith, with any item set forth in the Estimated Adjustment Amount Statement or used to determine the Estimated Adjustment Amount, then Purchasers shall deliver written notice of such disagreement to Sellers no later than five (5) Business Days following delivery of the Estimated Adjustment Amount Statement and Purchasers and Sellers shall work, in good faith, to reach agreement on such disputed items.

  • Seller will consider any reasonable written objections of Purchaser to the calculation of the amount of capital gains received by Seller within three (3) days of Seller’s delivery to Purchaser of the Estimated Adjustment Amount Statement or the Adjustment Amount Statement, as applicable.

  • In no event shall any discussions or communications between Sellers and Purchasers, if any, with respect to any of Purchasers’ disagreements to the Estimated Adjustment Amount Statement under this Section 1.5(a) delay the Closing.

  • In the event that Purchasers and Sellers do not agree to any adjustment to the Estimated Adjustment Amount Statement, then the Estimated Adjustment Amount Statement delivered by Sellers shall constitute the Estimated Adjustment Amount.

Related to Estimated Adjustment Amount Statement

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

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

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

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

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • 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.

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

  • Settlement Statement has the meaning set forth in Section 3.2(a).

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Disputed Amount means an amount which Customer disputes. A Disputed Amount may relate to the whole or part of an invoice(s).

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

  • Payment Statement As defined in Section 6.01 hereof.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Final Settlement Statement has the meaning set forth in Section 2.6(b).

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

  • Final Payment Statement shall have the meaning set forth in Clause 19.13;

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

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

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • Account Statement means a periodic statement of the transactions credited or debited to an Account;

  • 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.