Estimated Adjustment Schedule definition

Estimated Adjustment Schedule is defined in Section 2.7(a);
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Estimated Adjustment Schedule is defined in Section 2.7(a); “Estimated Interim Taxes Due” is defined in Section 2.7(a); “Excluded Liabilities” means: (a) any and all Redemption Costs; (b) any and all Obligations with respect to Pre-Closing Taxes; (c) any unpaid reorganization fees, costs or expenses incurred in connection with the Bankruptcy Cases or Bankruptcy Plan; (d) any and all claims against, and other Obligations of, any of the Debtors incurred prior to the commencement date of the Bankruptcy Cases, except for any Obligations related to the Business that were assumed by Skynet or any of the Transferred Subsidiaries (in each case either directly or as a successor); (e) the Note Repayment Costs; (f) any and all Obligations with respect to any environmental remediation arising from activities conducted on the Transferred Property prior to January 1, 2007; (g) any and all Obligations of Parent (including without limitation all Obligations of Parent under and pursuant to any Contract referred to in Section 3.1(t) of the Skynet Disclosure Schedule); (h) any and all Obligations with respect to Taxes resulting solely from Skynet or any of its Subsidiaries being a member of a consolidated group with Parent for Tax purposes; (i) any and all Obligations resulting from, or in connection with, lawsuits by stockholders or other security holders of Parent or Skynet that are related to the transactions contemplated by this Agreement or the other Transaction Agreements or that are not related in any way to the Business; (j) solely to the extent in excess of $126,000,000, the principal amount of the Redemption Facility, if any, outstanding at the time of the Closing; (k) any and all
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Estimated Adjustment Schedule shall have the meaning set forth in Section 1.3.
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Examples of Estimated Adjustment Schedule in a sentence

  • For the avoidance of doubt, the Estimated Adjustment Amount and the Estimated Interim Taxes Due set forth in the Estimated Adjustment Schedule shall be deemed to be the Final Adjustment Amount and the Actual Interim Taxes Due, respectively, for the purposes of the Closing, subject to the post-Closing adjustments set forth in this Section 2.7.

  • Not earlier than three (3) days prior to the Closing Date, and prior to Closing, the Company, Per-Se, and Purchaser shall jointly calculate the estimated Net Working Capital of the Company as of the Closing Date (such calculation shall be referred to herein as the "Estimated Adjustment Schedule").

  • The Company has calculated the estimated Net Working Capital of the Company as of the commencement of business on May 31, 2001 (the "Estimated Net Working Capital"), and has presented such calculation to the Parent and the Buyer (such calculation of the Estimated Net Working Capital, as provided to the Parent and the Buyer, shall be referred to herein as the "Estimated Adjustment Schedule"), a copy of which Estimated Adjustment Schedule is attached hereto as Exhibit J.

  • If the Estimated Closing Date Working Capital Amount set forth on the Estimated Adjustment Schedule (i) exceeds zero, the Purchase Price payable to Seller at the Closing shall be increased by an amount equal to such surplus, or (ii) is less than zero, the Purchase Price payable to Seller at the Closing shall be decreased by an amount equal to such deficiency (such upward or downward adjustment pursuant to this Section 1.3 is hereinafter referred to as the “Estimated Adjustment Amount Due”).


More Definitions of Estimated Adjustment Schedule

Estimated Adjustment Schedule as defined in Section 2.1.
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Related to Estimated Adjustment Schedule

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

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

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

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

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

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

  • Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).

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

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

  • 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).

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

  • 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.

  • 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;

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

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

  • Allocation Schedule has the meaning set forth in Section 2.07.

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

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

  • 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;

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

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

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

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