Final Adjustment Schedule definition

Final Adjustment Schedule as defined in Section 2.6(b)(ii).
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Final Adjustment Schedule has the meaning set forth in Section 2(j)(iii) below.
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Final Adjustment Schedule shall have the meaning set forth in Section 1.5(d).
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Examples of Final Adjustment Schedule in a sentence

  • If Parent, the Stockholders Representative or TCI Xxxxxxx does not provide notice of dispute within 45 days after delivery of the Company Audited Financial Statements and the Final Adjustment Schedule, the Company Audited Financial Statements and the Adjustments to the Stock Merger Consideration based on the Company Audited Financial Statements and the Final Adjustment Schedule shall be final, conclusive and binding.

  • Purchaser shall pay to the Members any Taxes of the Company due in respect of a Seller Filed Tax Return that is required to be initially filed after the Closing Date (taking into account extensions) to the extent such Taxes were reflected as a current liability on the Final Adjustment Schedule at least five (5) Business Days prior to the filing of such Seller Filed Tax Return.

  • In addition to the payments due under the Final Adjustment Schedule: Seller shall reimburse the Purchaser for the amount of any Closing Receivables reflected on the Closing Date Balance Sheet and the Final Adjustment Schedule which are not collected by the Purchaser within the earlier of sixty (60) days after their due date or one hundred twenty (120) days from the date of the Final Adjustment Schedule.

  • Any Tax refund or credit for overpayment of Tax in lieu of a refund relating to the Company Group (A) for any Pre-Closing Tax Period or (B) in respect of any other Taxes which Stockholders have paid under Section 10.1(c), in each case, net of any costs incurred by Parent or any of its Affiliates in obtaining such refund or credit, shall be (without duplication) for the account of Stockholders, except to the extent such refund or credit is reflected as an asset in the Final Adjustment Schedule.

  • As soon as practicable, but in no event later than 90 days following the Effective Date, Parent shall deliver to the Stockholders Representative a final calculation of the Adjustments to the Base Merger Consideration (the "Final Adjustment Schedule").

  • The Arbitrator shall act as an arbitrator and shall issue its report as to the contents of the Closing Date Balance Sheet and the determination of the Purchase Price Adjustment reflected in the Final Adjustment Schedule within sixty (60) days after such dispute is referred to the Arbitrator.

  • If the Stockholders Representative does not provide notice of dispute within 30 days after delivery of the Final Adjustment Schedule, the Adjustments to the Base Merger Consideration based on the Final Adjustment Schedule shall be final, conclusive and binding.

  • Parent and Sub will afford to Stockholders Representative and to his accountants, counsel and other representatives reasonable access during normal business hours (and at such other times as the parties mutually agree) throughout the 30 day period following delivery of the Final Adjustment Schedule to the relevant Company books and records for the purposes of verifying such final calculations.

  • The indemnity obligations of this Section 5.13 shall not apply to any Taxes that were included in the Final Adjustment Schedule as a “current liability” for purposes of determining Net Working Capital.

  • In the event that the Final Adjustment Schedule shall reflect amounts due to both Parent and the Purchaser, such amounts shall be netted to reflect one payment which shall be due and payable to either Parent or the Purchaser, as the case may be.


More Definitions of Final Adjustment Schedule

Final Adjustment Schedule means the Preliminary Adjustment Schedule as adjusted and finally determined pursuant to Section 3.9. “Final Closing Date Cash” means the Closing Date Cash as finally determined pursuant to Section 3.9.
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Final Adjustment Schedule has the meaning set forth in Section 3.3(b) of this Agreement.
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Final Adjustment Schedule means the “Final Adjustment Schedule” as finally determined pursuant to Section 3.6 hereof.
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Final Adjustment Schedule as defined in Section 2.9(b). ------------------------- "GAAP" - United States generally accepted accounting principles, ---- consistently applied. "Georgia Act" - the Georgia Business Corporation Code, as amended. -----------
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Final Adjustment Schedule has the meaning set forth in Section 2.7(f)(ii) below.
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Related to Final Adjustment Schedule

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

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

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

  • 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).

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

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

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

  • Informal adjustment means an agreement reached among the parties, with consultation, but not the consent, of the victim of the crime or other persons specified in KRS 610.070 if the victim chooses not to or is unable to participate, after a petition has been filed, which is approved by the court, that the best interest of the child would be served without formal adjudication and disposition;

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

  • 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.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(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 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;

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

  • Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).

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

  • 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.

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

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

  • Payment Schedule ’ means a schedule which sets out—

  • Billing Adjustment Credit To provide Customer the benefit of the rates and discounts in the Amendment as of the Effective Date and until such rates and discounts are implemented, the Company shall provide Customer with a one-time billing adjustment credit equal to $50,378.70, plus applicable taxes and surcharges. This credit shall compensate Customer for the difference between the Tariff/Guide/list rates invoiced during the 1st full billing cycle following Customer's signature date above and the rates and discounts in this Agreement.

  • Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.

  • Contract Term Adjustment means adjustment only as provided for in the three circumstances described in this Subsection. Under these circumstances, the contract term shall be adjusted in writing to include additional calendar days in one or more Normal Operating Seasons equal to the actual time lost, except as limited by paragraph (b) in this Subsection. To qualify for such adjustment, Purchaser shall give written notice of the lost time not later than 30 days after end of Normal Operating Season in which time was lost and at least 10 days before Termination Date. Contracting Officer shall make prompt written acknowledgment of such notice, indicating concurrence with the number of days in the notice or the number of days Forest Service considers as qualifying for the adjustment. Lost portions of days shall be disregarded in computing time lost. The three circumstances qualifying for a Contract Term Adjustment are: