Net Decrease definition

Net Decrease means, for each Limited Partner with respect to any period, the excess, if any, of (i) the Net Capital Depreciation, if any, allocated to the Limited Partner’s Capital Account for such period pursuant to Section 4.1.3.1, over (ii) the Net Capital Appreciation, if any, allocated to the Limited Partner’s Capital Account for such period pursuant to Section 4.1.3.1.
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Net Decrease has the meaning set forth in Section 1.11(a).
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Net Decrease shall, with respect to any fiscal year or shorter fiscal period, mean the excess, if any, of (i)(a) the Net Capital Depreciation, if any, allocated to a Capital Account for such fiscal year or shorter fiscal period pursuant to Section 3.05(a) plus (b) in the case of a Capital Account relating to a subscription made by the Intermediate Fund (that are made as a result of capital contributions made to the Intermediate Fund or subscriptions made to the Feeder Fund by Indirect Investors (as defined in Section 3.02(d)), expenses paid directly by the Feeder Fund and/or the Intermediate Fund, as applicable, including the management fees paid by the Intermediate Fund (the “Management Fee”), if any, for such fiscal year or shorter fiscal period over (ii) the Net Capital Appreciation, if any, allocated to such Capital Account for such fiscal year or shorter fiscal period pursuant to Section 3.05(a).
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Examples of Net Decrease in a sentence

  • Solely for purposes of this Section 4.1.3.3, in determining the Loss Recovery Account attributable to a Capital Account, Net Increase and Net Decrease for any applicable period generally shall be calculated by taking into account the amount of the Management Fee, if any, deducted from such Capital Account for such period.

  • Without limiting the generality of the foregoing, no Indemnified Party shall be able to recover any Loss for which it is otherwise entitled to indemnification under this Agreement if such Loss has already been taken into account in determining the Closing Cash Consideration or in determining the Net Increase or Net Decrease, as finally determined in accordance with Section 1.5.

  • If during such sixty (60)-day period Seller notifies Purchaser that it does not dispute the Final Closing Statement, then the Actual Cash, Actual Working Capital, Actual Company Indebtedness, Actual Company Transaction Expenses and Net Increase or Net Decrease, as applicable, as set forth in the Final Closing Statement, shall become final, conclusive and binding on Purchaser and Seller at the time such notice is delivered.

  • Within five (5) Business Days following Parent’s delivery of the Adjustment Payment Claim to the Escrow Agent, the Escrow Agent shall pay the Net Decrease Amount to Parent from the Escrow Amount.

  • After payment by Stockholder to the Buyer of the amount of any Net Decrease to Transaction Consideration in accordance with Section 2.2(g) or in the event it is determined under Sections 2.2(d) through 2.2(g) that no Net Decrease to Transaction Consideration is owed to Buyer (the applicable date being the “Release Date”), any of the Holdback Amount remaining may be released to the Stockholder’s members.

  • If Seller does not deliver a Dispute Notice within such sixty (60)-day period, then Seller shall be conclusively deemed to have waived any right to object to the Final Closing Statement delivered by Purchaser and the Actual Cash, Actual Working Capital, Actual Company Indebtedness, actual Company Transaction Expenses and Net Increase or Net Decrease, as applicable, as set forth in the Final Closing Statement shall become final, conclusive and binding on Purchaser and Seller.

  • Upon final determination of the Closing Schedule pursuant to Section 2.7 of the Merger Agreement, if such adjustments result in a net decrease to the Merger Consideration (a “Net Decrease Amount”), Parent may deliver to the Escrow Agent and to the Representative a written notice (the “Adjustment Payment Claim”) requesting distribution to Parent of the Net Decrease Amount from the Escrow Amount.

  • In the event that the Net Decrease to Transaction Consideration that may be owed to the Buyer exceeds the Holdback Amount, then the Buyer may seek payment for any such excess amount from either the Escrow Amount or from the Stockholder.

  • As promptly as possible, but in any event within 60 days following the Closing, the Buyer shall deliver to the Seller a schedule (the “Closing Schedule”) setting forth its good faith calculation of (i) Closing Cash, (ii) Closing Working Capital, (iii) the Closing Indebtedness, (iv) the Net Increase, if any, and (v) the Net Decrease, if any.

  • Within five (5) Business Days after the final determination of the Closing Date Balance Sheet and the Closing Schedule pursuant to the provisions of this Section 2.2, (i) the Net Increase to Transaction Consideration, if any, shall be paid by Buyer to the Stockholder in the manner determined pursuant to Section 2.3, or (ii) the Net Decrease to Transaction Consideration, if any, shall be paid by Stockholder to the Buyer in the manner determined pursuant to Section 2.2(c).


More Definitions of Net Decrease

Net Decrease means the amount, if any, by which (i) the sum of (1) the Working Capital Surplus, if any, (2) the Closing Cash Surplus, if any, and (3) the Indebtedness Deficit (expressed as a negative number) is less than (ii) the sum of (1) the Working Capital Deficit, if any, (2) the Closing Cash Deficit and (3) the Indebtedness Surplus (expressed as a positive number).
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Net Decrease shall, with respect to any fiscal year or shorter fiscal period, mean the excess, if any, of (i)(a) the Net Capital Depreciation, if any, allocated to a Capital Account for such fiscal year or shorter fiscal period pursuant to Section 3.05(a) plus (b) in the case of a Capital Account relating to a subscription made by the Feeder Fund (that are made as a result of capital contributions made to the Feeder Fund by Indirect Investors), expenses paid directly by the Feeder Fund, including the management fees paid by the Feeder Fund (the "Management Fee"), if any, for such period, but excluding any taxes that is determined based on the status, action or inaction of an Indirect Investor (the "Feeder Fund Expenses") over (ii) the Net Capital Appreciation, if any, allocated to such Capital Account for such fiscal year or shorter fiscal period pursuant to Section 3.05(a).
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Net Decrease means, with respect to any Fiscal Year, the excess, if any, of (i)(a) the Net Capital Depreciation, if any, allocated to a Limited Partner’s Capital Account for such Fiscal Year pursuant to Section 5.4(a), plus (b) the Management Fee debited for such Fiscal Year to such Limited Partner’s Capital Account pursuant to Section 4.8, over (ii) the Net Capital Appreciation, if any, allocated to such Limited Partner’s Capital Account for such Fiscal Year pursuant to Section 5.4(a).
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Related to Net Decrease

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to (A) the Closing Net Working Capital as finally determined pursuant to this Section 2.5 minus the Estimated Net Working Capital, plus (B) Estimated Indebtedness minus Closing Indebtedness as finally determined pursuant to this Section 2.5, plus (C) Closing Cash as finally determined pursuant to this Section 2.5 minus Estimated Cash, plus (D) Estimated Transaction Expenses minus Closing Transaction Expenses as finally determined pursuant to this Section 2.5;

  • Decrease means a Mandatory Decrease or a Voluntary Decrease, as applicable.

  • Annual Balanced Budget means that, in each Funding Year of the term of this Agreement, the total revenues of the HSP are greater than or equal to the total expenses, from all sources, of the HSP;

  • Increase has the meaning specified therefor in Section 2.14.

  • 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;