Liabilities Adjustment definition

Liabilities Adjustment means the excess of
Sample 1Sample 2
Liabilities Adjustment means the difference between the Estimated Liabilities and the reasonably estimable Liabilities, as finally determined pursuant to Section 2.02. If the Estimated Liabilities exceed the reasonably estimable Liabilities as finally determined pursuant to Section 2.02, then the Liabilities Adjustment is a positive number equal to such excess. If the reasonably estimable Liabilities exceed the Estimated Liabilities as finally determined pursuant to Section 2.02, then the Liabilities Adjustment is a negative number equal to such excess.
Sample 1
Liabilities Adjustment means the sum of the following amounts:
Sample 1

Examples of Liabilities Adjustment in a sentence

  • Notwithstanding anything herein to the contrary, if a payment is due from Seller to Purchaser on account of the Working Capital Adjustment and the Net Book Value of Assets and Liabilities Adjustment, Seller shall only be obligated to pay the greater of the two adjustment amounts to Purchaser.

  • If, as of any date of determination, Total Liabilities is adjusted as set forth in the preceding sentence, then, as of such date of determination, “Total Asset Value” shall be reduced by an amount equal to the Total Liabilities Adjustment.

  • The sum of the Estimated Subscriber Adjustment Amount and the Estimated Closing Net Liabilities Adjustment Amount is referred to herein as the "Estimated Closing Adjustment Amount" and may be a positive or a negative amount.

  • In addition, Transferee Parent shall recognize, as to each Transferred Native Employee, all vacation, sick days and other paid time off accrued by such Transferred Native Employee but unused as of the Closing Date, in each case to the extent such Liabilities are reflected in the Net Liabilities Adjustment Amount used to calculate the Final Closing Adjustment Amount.

  • No later than two Business Days prior to the Closing Date, Time Warner Cable will deliver to Comcast Trust and Comcast Subsidiary a good faith estimate of the Subscriber Adjustment Amount (the "Estimated Subscriber Adjustment Amount"), if any, and a good faith estimate of the Closing Net Liabilities Adjustment Amount (the "Estimated Closing Net Liabilities Adjustment Amount"), if any, together with appropriate documentation supporting such estimates.

  • As used herein, the “Long Term Liabilities Adjustment Amount” shall equal the Estimated Long Term Liabilities minus the Long Term Liabilities of the Company (for the avoidance of doubt, the Estimated Long Term Liabilities and Long Term Liabilities shall each be reflected as a positive number for purposes of the above calculation or, if applicable, as zero).

  • Any amounts received or receivable hereunder shall not be included in the Net Liabilities Adjustment Amount.

  • If no party gives such notice within said sixty (60) day period, the Working Capital Adjustment and the Long-Term Liabilities Adjustment determined by the Accountants and set forth in the Accountants' Report shall be deemed correct and conclusive for purposes of determining the Adjusted Aggregate Value.

  • If either of the Owners timely disputes the Interested Persons determination of either the Tastemaker B.V. Working Capital Adjustment or the Tastemaker B.V. Long-Term Liabilities Adjustment, the parties shall negotiate in good faith in an attempt to agree upon a resolution of such dispute for a period of thirty (30) days from the end of such thirty (30) day review period.

  • No later than two Business Days prior to the Closing Date, Time Warner Cable will deliver to Comcast Trust and Comcast Subsidiary a good faith estimate of the Subscriber Adjustment Amount (the “Estimated Subscriber Adjustment Amount”), if any, and a good faith estimate of the Closing Net Liabilities Adjustment Amount (the “Estimated Closing Net Liabilities Adjustment Amount”), if any, together with appropriate documentation supporting such estimates.


More Definitions of Liabilities Adjustment

Liabilities Adjustment is defined in Section 1.5.
Sample 1

Related to Liabilities Adjustment

  • Liabilities Assumed has the meaning provided in Section 2.1.

  • Allocated Loss Adjustment Expenses or “ALAE” means all court costs and court expenses; pre- and post-judgement interest; fees for service of process; attorneys’ fees; cost of undercover operative and detective services, costs of employing experts; costs for legal transcripts; costs for copies of any public records; costs of depositions and court-reported or recorded statements; costs and expenses of subrogation; and any similar fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or suit against you, or to the protection and perfection of your or our subrogation rights.

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

  • Loss Adjustment Expenses means all costs and expenses incurred by the Company in the investigation, adjustment and settlement of claims. Loss adjustment expenses include third-party costs as well as the Company’s internal expenses, including salaries and expenses of loss management personnel and certain administrative costs.

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

  • Loss Adjustment Expense means costs and expenses incurred by the Company in connection with the investigation, appraisal, adjustment, settlement, litigation, defense or appeal of a specific claim or loss, or alleged loss, including but not limited to:

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

  • Liabilities and Costs means all claims, judgments, liabilities, obligations, responsibilities, losses, damages (including lost profits), punitive or treble damages, costs, disbursements and expenses (including, without limitation, reasonable attorneys’, experts’ and consulting fees and costs of investigation and feasibility studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future.

  • Retained Liabilities has the meaning set forth in Section 2.4.

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

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

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • 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.

  • Loss or Losses means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

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

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

  • Liabilities means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

  • Buyer Losses shall have the meaning set forth in Section 8.2.

  • Environmental Liabilities and Costs means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

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

  • Environmental Costs and Liabilities means any and all losses, liabilities, obligations, damages, fines, penalties, judgments, actions, claims, costs and expenses (including, without limitation, fees, disbursements and expenses of legal counsel, experts, engineers and consultants and the costs of investigation and feasibility studies and remedial activities) arising from or under any Environmental Law or order or contract with any Governmental Authority or any other Person.

  • Seller Losses shall have the meaning set forth in Section 9.1(b).

  • Liability Cap has the meaning ascribed to it in paragraph 1 of Schedule 9;

  • Basis Adjustment means the adjustment to the tax basis of an Original Asset under Sections 743(b) and 754 of the Code and comparable sections of state and local tax laws (as calculated under Section 2.01 of this Agreement) as a result of an Exchange and the payments made pursuant to this Agreement.

  • Excluded Liabilities has the meaning set forth in Section 2.4.