Estimated Adjustment Items definition

Estimated Adjustment Items means Estimated Company Cash and Cash Equivalents, Estimated Tax Benefit Amount, Estimated Company Working Capital, Estimated Company Fees and Expenses, Estimated Indebtedness for Borrowed Money and Estimated Current Income Taxes.
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Estimated Adjustment Items. Is defined in Section 1.3(a).
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Estimated Adjustment Items has the meaning set forth in Section 2.8(a).
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Examples of Estimated Adjustment Items in a sentence

  • The computations of the Estimated Adjustment Items calculated in accordance with this Section 2.7(a), absent manifest mathematical error, shall be conclusive for purposes of determining the Adjustment Items to be included in the calculation of the Closing Date Merger Consideration payable at the Closing, but shall be subject to adjustment after the Closing pursuant to this Section 2.7.

  • The computations of the Estimated Adjustment Items calculated inaccordance with this Section 2.7(a), absent manifest mathematical error, shall be conclusive for purposes of determining the Adjustment Items to be included in the calculation of the Closing Date Merger Consideration payable at the Closing, but shall be subject to adjustment after the Closing pursuant to this Section 2.7.

  • Such adjustment is equal to the Initial Closing Pro Rata Share of the difference (if any) between: (i) the Estimated Adjustment Items; and(ii) the post-Closing calculation of the Estimated Adjustment Items, which Dream Cruises shall deliver to the Seller and the Purchaser no later than 20 business days following the Initial Closing (the “Final Adjustment Items”).

  • The Estimated Adjustment Items will be prepared in accordance with the definitions thereof, GAAP (and applicable Tax Law in the case of any Taxes) and the principles, policies, practices, procedures, classifications, and judgment and estimation methodologies set forth on Schedule 1, to the extent consistent with GAAP.

  • If the final determination of Adjustment Items as of the Closing Date (either pursuant to mutual agreement or by determination of the Accounting Expert) is greater than the Estimated Adjustment Items, as set forth on the Estimated Adjustment Statement, Seller shall pay to Buyer, by wire transfer of immediately available funds to an account designated by Buyer, the amount of such excess.

  • If the final determination of Adjustment Items as of the Closing Date (either pursuant to mutual agreement or by determination of the Accounting Expert) is less than the Estimated Adjustment Items as set forth on the Estimated Adjustment Statement, then Buyer shall pay to Seller, by wire transfer of immediately available funds to an account designated by Seller, the amount of such shortfall.

  • The computations of the Estimated Adjustment Items calculated inaccordance with this Section 2.7(a), absent manifest mathematical error, shall be conclusive for purposes of determining the Adjustment Items to be included in the calculation of the Closing Date Merger Consideration payable at the Closing, but shall be subject to adjustment after the Closing pursuant to this S ection 2.7.

Related to Estimated Adjustment Items

  • Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).

  • 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:

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

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

  • 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;

  • 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.

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

  • 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;

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

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

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

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

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

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • Closing Statement has the meaning set forth in Section 2.5(a).

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).

  • 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.

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

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

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

  • 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 $50,378.70, 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.

  • Adjustment Price means the lowest Underlying Price within the Adjustment Period after the Underlying Price is for the first time equal to or below the Adjustment Threshold.

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