Negative Adjustment Amount definition

Negative Adjustment Amount has the meaning set forth in Section 1.06(b).

Negative Adjustment Amount has the meaning given in paragraph 3.12.2 of this Schedule 2; “Percentage Participation” has the meaning given in paragraph 3.8 of this Schedule 2; “Positive Adjustment Amount” has the meaning given in paragraph 3.12.1 of this Schedule 2; “Premium Cap“ means (a) €550,000 or (b) where a Participating Insurer issues a Policy or underwrites a layer that provides a lower amount of cover than the “Minimum Level of Cover” (set out in paragraph 3.1 of the Minimum Terms and Conditions, being €1,500,000 at the date of this Agreement), the proportion of (a) that the underwritten layer bears to the “Minimum Level of Cover” calculated in accordance with the following formula: X €550,000 Where: M means the Minimum Level of Cover (as set out in paragraph 3.1 of the Minimum Terms and Conditions, being €1,500,000 at the date of this Agreement);

Negative Adjustment Amount has the meaning set forth in Section 3.3(d).

Examples of Negative Adjustment Amount in a sentence

• 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).

• 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.

• The Initial Purchase Price will be increased by the Negative Adjustment Amount, or decreased by the Positive Adjustment Amount (in each case as such terms are defined in the Asset Purchase Agreement (Inventory/Accounts Receivable).

• Negative Adjustment Amount shall be paid by the Seller to the Purchaser by wire transfer of immediately available funds to the account as designated by the Purchaser in writing.

• Upon the determination of the Final Closing Statement in accordance with Section 1.2(b)(ii) below, Seller shall be paid by Buyer any Positive Adjustment Amount or Buyer shall be paid by Seller any Negative Adjustment Amount, as applicable.

More Definitions of Negative Adjustment Amount

Negative Adjustment Amount means the amount by which the Working Capital Lower Target exceeds the Closing Working Capital.

Negative Adjustment Amount shall have the meaning set forth in Section 2.4(c).

Negative Adjustment Amount is defined in Section 2.15(e).

Negative Adjustment Amount has the meaning set forth in Section 2.12(f)(iii).

Negative Adjustment Amount has the meaning ascribed thereto in Section 2.6.2;

Negative Adjustment Amount has the meaning given in Clause 7.3.2;

Negative Adjustment Amount is defined in Section 2.4.3.