Initial Adjustments definition

Initial Adjustments is defined in Section 2.3(b). - 5 -
Sample 1Sample 2
Initial Adjustments has the meaning established in Section 2.3(b).
Sample 1
Initial Adjustments means First Closing Initial Adjustments or Second Closing Initial Adjustments.
Sample 1

Examples of Initial Adjustments in a sentence

  • If the Purchase Price as adjusted pursuant to the Final Adjustment is lower than the Purchase Price as adjusted pursuant to the Initial Adjustments, the Sellers shall, severally and not jointly, pay the difference (the "Adjustment Amount") to the Buyer pro rata based on the respective percentages of ownership, whether direct or indirect, attributable to such Sellers of Xxxxxxx Xxxxxx Stock as set forth on Schedule 2 hereto.

  • The basis for determining the preliminary amounts payable at Closing will be (a) the estimate so agreed upon by TCI and Xxxxx or (b) if the parties do not reach such an agreement or notice of disagreement is not timely given, the estimates of such Adjustments set forth in the Initial Adjustments Certificate.

  • If the Purchase Price as adjusted pursuant to this Section 3.5 (the "Final Adjustment") is greater than the Purchase Price as adjusted pursuant to the Initial Adjustments, the Buyer shall pay the difference to the Sellers pro rata based on the respective percentages of ownership, whether direct or indirect, of the Xxxxxxx Xxxxxx Stock attributable to such Sellers as set forth on Schedule 1.

  • On the Closing Date Buyer shall pay, on account of the Purchase Price, to Sellers an amount equal to the Preliminary Purchase Price less the Escrow Amount, less or plus the amount of the Initial Adjustments Amount, and less any sales or use taxes shown as due on the sales tax clearance certificate delivered by Sellers pursuant to Section 1.10(a)(vii) (the “Closing Payment”), payable by wire transfer of immediately available funds to such account(s) as Sellers shall designate prior to the Closing Date.

  • The Preliminary Purchase Price shall be increased or decreased at Closing by the Initial Adjustments Amount.

  • The Updated Adjustments Spreadsheet shall be prepared on the same basis and methodologies and in accordance with the same principles as the Initial Adjustments Spreadsheet.

  • Additional Contribution" means the Total Contribution less the sum of the (i) Initial Contribution plus any (ii) ALS Initial Adjustments.

Related to Initial Adjustments

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

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

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

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

  • 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 has the meaning set forth in Section 2.6.

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

  • SOFR Adjustment Date means the second U.S. Government Securities Business Day before the first day of such Interest Period.

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

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

  • 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.

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

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

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • 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.

  • Working Capital Adjustment has the meaning set forth in Section 2.5(a).

  • Optimal Adjustment Event With respect to any Class of Class B Certificates and any Distribution Date, an Optimal Adjustment Event will occur with respect to such Class if: (i) the Principal Balance of such Class on the Determination Date succeeding such Distribution Date would have been reduced to zero (regardless of whether such Principal Balance was reduced to zero as a result of principal distribution or the allocation of Realized Losses) and (ii) (a) the Principal Balance of any Class of Class A Certificates would be subject to further reduction as a result of the third or fifth sentences of the definition of Principal Balance or (b) the Principal Balance of a Class of Class B Certificates with a lower numerical designation would be reduced with respect to such Distribution Date as a result of the application of clause (ii) of the definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance or Class B-6 Principal Balance.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • 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.

  • Potential Adjustment Event means any of the following:

  • 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;

  • 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;

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Lot line adjustment means the relocation of the property boundary line in a

  • SOFR Adjustment means 0.10% (10 basis points).

  • Financing Costs Adjustment Date means each of the following days: