Estimated Adjustment Payment definition

Estimated Adjustment Payment has the meaning set forth in Section 2.7(a).
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Estimated Adjustment Payment means an aggregate amount of cash (which may be a negative number) equal to: (i) the Estimated Closing Working Capital Adjustment, plus (ii) the Estimated Closing Cash, minus (iii) the Estimated Closing Indebtedness.
Sample 1
Estimated Adjustment Payment means (a) the lesser of (i) the working capital (current assets less current liabilities) for the Acquired Assets and the Assumed Liabilities on the latest balance sheet available at the Closing or (ii) $2,300,000 minus (b) the Target Working Capital Amount; provided, however, that the Estimated Adjustment Payment shall not be less than zero.
Sample 1

Examples of Estimated Adjustment Payment in a sentence

  • Should the Custodian violate the Laws and Regulations and the Agreement and thus incur any losses to the Properties under the Enterprise Annuity Funds, the Custodian shall be held liable in accordance with laws.

  • The Adjustment Payment will be equal to the Final Adjustment Payment minus the Estimated Adjustment Payment.

  • The “Adjustment Payment” will be equal to the amount of the Working Capital as reflected on the Final Closing Adjustment Statement, minus the Target Working Capital Amount, minus the amount paid pursuant to Section 3.7(a) if the Estimated Adjustment Payment was paid by Spinco to Burgundy or plus the amount paid pursuant to Section 3.7(a) if the Estimated Adjustment Payment was made by Burgundy to Spinco.

  • For the avoidance of doubt, the Estimated Adjustment Payment does not predetermine, limit or constrain the Closing Working Capital Amount, the amount of which may result in the Adjustment Payment being greater than, equal to, or less than the Estimated Adjustment Payment.

  • To the extent the Adjustment Payment exceeds the Estimated Adjustment Payment, once the entire Estimated Adjustment Payment has been disbursed from the escrow account, the Buyer shall pay the remaining amounts directly to the Seller as and when the corresponding receivables are collected by the Buyer as provided in the previous sentence.


More Definitions of Estimated Adjustment Payment

Estimated Adjustment Payment has the meaning set forth in Section 3.3(e) hereof.
Sample 1

Related to Estimated Adjustment Payment

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

  • 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.

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

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

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

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

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

  • 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.

  • 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;

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

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

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

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

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

  • 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.

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

  • 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:

  • 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.

  • 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.

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

  • Estimated Value means the value of the Contract estimated under these Contract and Procurement Regulations.

  • 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;

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

  • Adjustment Escrow Amount means $1,000,000.

  • 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.

  • 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.