Negative Adjustment definition

Negative Adjustment shall have the meaning set forth in Section 1.9(f)(iii).

Negative Adjustment means, in respect of an Assigned Receivable that is a Redelivery PCP Contract and a Collection Period, an amount equal to the amount by which the PCP Contract Vehicle Sale Actual Proceeds in respect of such Redelivery PCP Contractreceived by the Servicer fall short of the PCP Contract Vehicle Sale Expected Proceeds in respect of such Redelivery PCP Contract.

Negative Adjustment has the meaning set forth in Section 0.

Examples of Negative Adjustment in a sentence

• If there is a Final Negative Adjustment, then Seller shall repay an amount equal to Final Negative Adjustment to Buyer.

• The Seller will pay to the Buyer the Positive Adjustment Amount, or the Buyer will pay to the Seller the Negative Adjustment Amount, as the case may be, contemporaneously with the payment of the adjusted purchase price pursuant to the Asset Purchase Agreement (Inventory/Accounts Receivable).

• Overpayments are referred to as Negative Adjustment when being reclaimed.

• The Working Capital Positive Adjustment or the Working Capital Negative Adjustment, whichever adjustment is applicable, will be treated as a positive or negative adjustment to the Purchase Price, respectively, and shall be paid at the Closing.

• If the Negative Adjustment Shares is less than the Adjustment Holdback Shares, then the Exchange Agent will disburse such remaining portion of the Adjustment Holdback Amount to the holders of Danimer Common Stock in accordance with the Merger Agreement.

More Definitions of Negative Adjustment

Negative Adjustment has the meaning set forth in Schedule 8.2(A) bis;

Negative Adjustment has the meaning given to it in Section 3.3.3;

Negative Adjustment has the meaning given in Clause 4.2.1

Negative Adjustment has the meaning given to it in clause 5.2.1;

Negative Adjustment means an amount equal to the excess, if any, of (a) the Estimated Net Working Capital over Net Working Capital plus (b) the Estimated Other Adjustment Items over the Final Other Adjustment Items. “Net Working Capital” shall mean (i) current assets (excluding accounts receivables in excess of ninety (90) days past due) minus (ii) current liabilities determined in accordance with GAAP (applying, for the avoidance of doubt, ASC 606), in each case before taking into account the consummation of the Transactions, and calculated using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financials; provided however, that the calculation of Net Working Capital shall exclude (a) any amounts relating to or included in Cash, Indebtedness or Transaction Expenses to the extent such amounts are reflected in the calculation of the Aggregate Merger Consideration (to avoid

Negative Adjustment shall have the meaning set forth in Section 1.9(f)(iii). Annex A-12 **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 **

Negative Adjustment shall have the meaning specified in Section 2.8.6 of the Agreement.