Final Adjustment Amounts definition

Final Adjustment Amounts shall have the meaning set forth in Section 3.2(b).
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Final Adjustment Amounts means the Closing Tangible Equity Balance and the Closing Cash Balance, in each case as determined pursuant to Section 5.16(c) through (f).
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Final Adjustment Amounts means the Closing Tangible Equity Balance and the Closing Cash Balance, in each case as determined pursuant to Section 5.16(c) through (f). “Closing Tangible Equity Balance” means the positive or negative value equal to the Closing Tangible Equity less the Closing Tangible Equity Target. “Closing Tangible Equity” means total stockholders’ equity less total goodwill (as adjusted for the impact of foreign currency translation in accordance with historical practice of MLIM Parent and its Subsidiaries) and other intangible assets. “Closing Tangible Equity Target” means the sum of (a) $693 million, and (b) if the Closing Cash Target is (i) positive, such Closing Cash Target or (ii) negative, zero. “Closing Cash Balance” means the positive or negative value equal to total cash and cash equivalents less the Closing Cash Target. “Closing Cash Target” means (i) $125 million, plus (ii) Net Non-VICP Expenses, less Table of Contents
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Examples of Final Adjustment Amounts in a sentence

  • Promptly upon the determination of the Final Adjustment Amounts, the parties shall determine the amount that would have been paid pursuant to Section 2.2 if the Final Adjustment Amounts had been substituted for the Estimated Closing Cash, Estimated Closing Indebtedness and the Estimated Closing Net Working Capital, respectively.

  • Notwithstanding any provision herein to the contrary, no indemnity may be sought hereunder in respect of any Losses to the extent such Liability (or lack thereof) was specifically addressed or taken into account in determining the Final Adjustment Amounts.

  • As the only entity in the UN entirely dedicated to disaster risk reduction, UNISDR acts as a hub to connect and convince, and to lead and coordinate on measures which lead to the elimination or mitigation of risk through better preparedness at national and local level.

  • In the event that Sellers believe in good faith that the Final Adjustment Amounts have not been determined accurately by Purchaser in accordance with the terms of this Agreement, Sellers shall inform Purchaser in writing (the “Seller’s Objection”), setting forth a specific description of the basis of the Seller’s Objection and the adjustments to the Final Adjustment Amounts that Sellers believe should be made, on or before the last day of such 30 day period.

  • In no event shall the indemnification liability of Parent exceed the total amount payable by Parent as the Upfront Purchase Price together with any Final Adjustment Amounts, Milestone Payments and Contingent Payments, if any, payable by Parent pursuant to this Agreement, plus the Indemnification Escrow Amount, Special Escrow Amount, Expense Fund Amount and Company Expenses.

  • Nothing- not one word.If there were you would have posted it by now.


More Definitions of Final Adjustment Amounts

Final Adjustment Amounts shall be (i) in the event that no Notice of Adjustment Disagreement is delivered by the Stockholder Representative to Parent prior to the expiration of the Adjustment Review Period, the Post-Closing Statement delivered by Parent to the Stockholder Representative pursuant to Section 2.10(b), (ii) in the event that a Notice of Adjustment Disagreement is delivered by the Stockholder Representative to Parent prior to the expiration of the Adjustment Review Period and Parent and the Stockholder Representative are able to agree on all matters set forth in such Notice of Adjustment Disagreement, the Post-Closing Statement delivered by Parent to the Stockholder Representative pursuant to Section 2.10(b) as adjusted pursuant to the written agreement executed and delivered by Parent and the Stockholder Representative or (iii) in the event that a Notice of Adjustment Disagreement is delivered by the Stockholder Representative to Parent prior to the expiration of the Adjustment Review Period and Parent and the Stockholder Representative are unable to agree on all matters set forth in such Notice of Adjustment Disagreement, the Post-Closing Statement delivered by Parent to the Stockholder Representative pursuant to Section 2.10(b) as adjusted by the Independent Accountant to be consistent with the Resolved Matters and the final determination of the Independent Accountant of the Unresolved Matters in accordance with Section 2.10(b). The date on which the Final Closing Statement is finally determined in accordance with this Section 2.10(c) is hereinafter referred to as the “Determination Date.”
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Final Adjustment Amounts means each of payments required pursuant to Section 2.4(d) with respect to the Final Cash on Hand Adjustment Amount, the Final Net Working Capital Adjustment Amount, the Final Debt Adjustment Amount and the Final Seller Expenses Adjustment Amount, and "Final Adjustment Amount" means the net of the Final Adjustment Amounts.
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Related to Final Adjustment Amounts

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

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

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

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

  • Final Adjustment Statement has the meaning set forth in Section 2.6(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;

  • 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.

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

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

  • 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.

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

  • Principal Adjustment In the event that the 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 or Class B-6 Optimal Principal Amount is calculated in accordance with the proviso in such definition with respect to any Distribution Date, the Principal Adjustment for such Class of Class B Certificates shall equal the difference between (i) the amount that would have been distributed to such Class as principal in accordance with Section 4.01(a) for such Distribution Date, calculated without regard to such proviso and assuming there are no Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal Balance for such Class.

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

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

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

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

  • Payment Adjustment Date With respect to each ARM Loan, the date on which the Borrower's Monthly Payment changes in accordance with the terms of the related Mortgage Note.

  • 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.

  • Contract Adjustment Payments means amounts payable by the Company on each Contract Adjustment Payment Date in respect of each Purchase Contract, at a rate per year of 2.725% on the Stated Amount per Purchase Contract.

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

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

  • Initial Adjustment Date As to any Adjustable Rate Mortgage Loan, the first Adjustment Date following the origination of such Mortgage Loan.

  • Maximum Settlement Amount means $500,000,000 as amended or modified in accordance with Appendix E.

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

  • 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.