Estimated Purchase Price Adjustment Amount definition

Estimated Purchase Price Adjustment Amount has the meaning set forth in Section 1.8.2.
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Estimated Purchase Price Adjustment Amount shall have the meaning specified in Section 2.4(a).
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Estimated Purchase Price Adjustment Amount means the amount equal to (a) the Estimated Net Working Capital set forth on the Estimated Closing Report minus (b) the Target Net Working Capital Amount. For the avoidance of doubt, the Estimated Purchase Price Adjustment Amount may be positive or negative.
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Examples of Estimated Purchase Price Adjustment Amount in a sentence

  • On the Closing Date, Buyer shall pay the Purchase Price to Seller and Alpine as follows: (a) by a wire transfer of the sum of (i) $26,950,000 plus (ii) the Estimated Purchase Price Adjustment Amount, in immediately available funds, provided that, to the extent necessary to obtain the release of any Lien (other than Permitted Liens) on the Purchased Assets, a portion of such payment may be paid to the holder of such Lien to secure its release and (b) by the assumption of the Assumed Liabilities.

  • On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Buyer will pay and deliver to the Seller Four Hundred Million Dollars ($400,000,000) (the “Base Price”), plus the Estimated Purchase Price Adjustment Amount, if any, minus the Estimated Indebtedness (the “Initial Purchase Price”), in cash by wire transfer of immediately available funds to an account or accounts designated by the Seller.

  • If the Acquiror does not deliver the Acquiror’s Purchase Price Adjustment Certificate to the Parent within thirty (30) Business Days following the Closing Date, then the Seller’s Estimated Purchase Price Adjustment Amount detailed in the Seller’s Purchase Price Adjustment Certificate shall be deemed to be the Final Purchase Price Adjustment Amount in accordance with the last sentence of Section 2.05(f).

  • If the Estimated Purchase Price Adjustment Amount is a positive number, then the Purchase Price payable at Closing shall be increased by 80% of such amount.

  • The Estimated Balance Sheets, the Estimated Net Working Capital and the Estimated Purchase Price Adjustment Amount (collectively, the “Estimated Closing Items”) shall be prepared on a basis consistent with past practice and consistent with the principles and assumptions used in preparation of the Net Working Capital and Purchase Price Adjustment Amount Illustration attached as Exhibit 13.2(a) hereto.

  • If the Estimated Purchase Price Adjustment Amount is a negative number, then the Purchase Price payable at Closing shall be decreased by 100% of the absolute value of such amount.

  • The Estimated Closing Date Balance Sheet, the Estimated Net Working Capital, the Estimated Pre-Closing Capital Expenditures Amount, the Estimated Indebtedness Amount and the Estimated Purchase Price Adjustment Amount shall be prepared and/or calculated in accordance with GAAP applied consistently and in a manner consistent with the methodologies and examples (including the accounts set forth thereon) set forth in Schedule 2.3 hereto (the “Accounting Methodology Schedule”).


More Definitions of Estimated Purchase Price Adjustment Amount

Estimated Purchase Price Adjustment Amount means an amount equal to the sum of: (a) Estimated Net Working Capital; less (b) Estimated Debt.
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Estimated Purchase Price Adjustment Amount. If the Estimated Purchase Price Adjustment Amount is a positive number, then at Closing Regency shall wire transfer in immediately available funds an amount equal to the Estimated Purchase Price Adjustment Amount to an account to be designated by ETE before Closing. If the Estimated Purchase Price Adjustment Amount is a negative number, then at Closing ETE shall wire transfer in immediately available funds an amount equal to the absolute value of the Estimated Purchase Price Adjustment Amount to an account to be designated by Regency before Closing.
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Related to Estimated Purchase Price Adjustment Amount

  • Estimated Purchase Price has the meaning set forth in Section 2.2.

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

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

  • Adjusted Purchase Price has the meaning set forth in Section 2.2.

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

  • 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.

  • 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.

  • Allocated Purchase Price means with respect to each Purchaser, the dollar amount set forth opposite such Purchaser’s name under the heading “Allocated Purchase Price” on Schedule A hereto.

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

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

  • Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • 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;

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

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

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

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

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

  • Deferred Purchase Price shall have the meaning set forth in Section 2(a).

  • 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.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.

  • Base Purchase Price has the meaning set forth in Section 2.2.

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Net Purchase Price has the meaning set forth in Section 2.1.

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.