Examples of Negative Adjustment in a sentence
On the Purchase Price Escrow Release Date, the Escrow Agent will deliver to Purchaser out of the Purchase Price Escrow Fund, the full amount of any Negative Adjustment Amount plus, if applicable, one-half (1/2) of the Reviewing Accountant Fees specified in the Purchase Price Escrow Release Notice, and following the delivery of such amounts to Purchaser, deliver to Seller any and all remaining amounts in the Purchase Price Escrow Fund.
If there is a Final Negative Adjustment, then Seller shall repay an amount equal to Final Negative Adjustment to Buyer.
Operation of Set Off The Second Vendor Debt Balance and the Retention shall be available for satisfaction of any payment for which the Vendor is liable under any provision of this Agreement and/or the Tax Deed, including (without limitation) any payment in respect of any breach of Warranty and any Negative Adjustment.
The aggregate consideration for the Acquired Assets shall be Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Base Purchase Price”), plus (a) the Positive Adjustment Amount, if any, minus (b) Negative Adjustment Amount, if any, plus (c) the assumption of the Assumed Liabilities.
All disbursements of the Adjustment Escrow Amount will be made by wire transfer of immediately available funds to the accounts designated by Parent or the Stockholders’ Representatives, as applicable, no later than three business days after the date on which the Positive Adjustment Amount or the Negative Adjustment Amount is finally determined, and all such disbursements will include any interest, gains and other income accrued thereon from the Closing Date to the date of the disbursement.