Estimated Proration Adjustment Amount definition

Estimated Proration Adjustment Amount has the meaning set forth in Section 2.7(b).
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Estimated Proration Adjustment Amount has the meaning set forth in Section
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Estimated Proration Adjustment Amount has the meaning set forth in Section 2.4(b).
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Examples of Estimated Proration Adjustment Amount in a sentence

  • In calculating the Closing Purchase Price pursuant to Section 2.5, the Base Purchase Price will be increased to reflect the Estimated Proration Adjustment Amount.


More Definitions of Estimated Proration Adjustment Amount

Estimated Proration Adjustment Amount has the meaning set forth in Section 2.8. “Estimated Prorated Amount” has the meaning set forth in Section 2.8(b). “Excluded Affiliate Arrangements” means all Contracts and services between Seller, on the one hand, and any Affiliate of Seller, on the other hand, including the provision of tax, accounting, legal, banking and other support services and centralized cash management, insurance and risk management services, as more fully described on Schedule 1.1(f)(h), but excluding the Contracts listed on Schedule 1.1(f). “Excluded Assets” means: (a) the Non-FERC Boundary Owned Real Property and all appurtenances thereto, together with all buildings, fixtures, component parts, other constructions and other improvements thereon and thereto, including all construction work in progress; (b) all personal property located on the Non-FERC Boundary Owned Real Property; (c) all cash, cash equivalents, certificates of deposit, bank deposits, commercial paper and other securities, in all events excluding all Prepayments; (d) all Excluded Affiliate Arrangements, including the intercompany receivables; (e) all claims, causes of action, rights of recovery, rights of set-off, rights to refunds and similar rights of any kind in favor of Seller arising from or relating to the ownership or operation of the Transferred Assets that (A) pertain to a Retained Liability or (B) are related to “Excluded Assets” of the type described in clause (f) below; (f) all accounts receivable other rights to payments, credits, offsets, in-kind or exchange arrangements, adjustments, reconciliations, and any similar rights arising from or relating to the Assigned Contracts (including payments in respect of warranty claims and claims for breach thereunder) or the Transferred Employees (including all Benefit Plans), in each case to the extent arising during any period or portion thereof prior to the Closing Date; (g) corporate seal, organizational documents, minute book and other records relating to the organization of Seller and any rights of Seller or any of its Affiliates in the name “Talen”, “PPL”, any other trade names, trademarks, service marks, corporate symbols or logos; (h) all rights of Seller under this Agreement (and in connection with the auction process for the sale of the Business) and any other agreement entered into by Seller in connection herewith;
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Related to Estimated Proration Adjustment Amount

  • Substitution Adjustment Amount As defined in Section 2.03.

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

  • Buy In Adjustment Amount shall have the meaning specified in Section 6.

  • Capitalization Adjustment means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

  • Inflation adjustment means that term as defined in the master settlement agreement.

  • Dilution Adjustment means any fraction or number by which the Exchange Rate shall be multiplied pursuant to Section 6.1(a), (b), (c) or (d).

  • 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).

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

  • Substitution Adjustment As defined in Section 2.03(d) hereof.

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

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

  • 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 Escrow Amount means $500,000.

  • 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.

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

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

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

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

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

  • 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.

  • 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 Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Interest Adjustment Date With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.