Parent Adjustment definition

Parent Adjustment means any proposed adjustment by a Tax Authority or claim for refund asserted in a Tax Contest to the extent Parent would be exclusively liable for any resulting Tax under this Agreement or exclusively entitled to receive any resulting Tax Benefit under this Agreement.
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Parent Adjustment means an adjustment of any item of income, gain, loss, deduction or credit attributable to any member of the Parent Group (including, in the case of any state or local consolidated, combined or unitary income or franchise taxes, a change in one or more apportionment factors of members of the Parent Group) pursuant to a Final Determination for a Pre-Distribution Taxable Period. For the avoidance of doubt, any adjustment of any item of income, gain, loss, deduction or credit of MPC LP shall not be considered a Parent Adjustment, but shall be considered a SpinCo Adjustment.
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Parent Adjustment means any proposed adjustment by a Tax Authority or claim for Refund asserted in a Tax Contest to the extent Parent would be exclusively liable for any resulting Tax under this Agreement or exclusively entitled to receive any resulting Tax Benefit under this Agreement.
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Examples of Parent Adjustment in a sentence

  • Lower scores indicate better parenting skills and fewer high-risk parenting behaviors.Within the Parenting Practice domain, Parenting Consistency followed by Parent Adjustment appeared to be the areas in which parents are rating themselves more highly following MEPP involvement.

  • Whenever an employee is given disciplinary action, the Union shall be notified at the same time as the employee.

  • The Adjustment Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms hereof and thereof until the amount of the Closing Proceeds, and any resulting Parent Adjustment Amount or Seller Adjustment Amount, are finally determined pursuant to Section 3.3. The Indemnity Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms hereof and thereof.

  • If the Company Book Value Per Share on the Determination Date is less than $$21.86, or the Parent Book Value Per Share on the Determination Date is less than $16.63, then the Exchange Ratio shall be the product of the Base Ratio multiplied by the Parent Adjustment Ratio multiplied by the Company Adjustment Ratio.

  • No later than ninety (90) days after the Closing Date, Parent shall prepare and deliver to the Securityholder Representative a statement (the “ Closing Statement”) setting forth (i) Parent’s calculation of the Closing Proceeds, including each of the Closing Proceeds Elements and the Parent Adjustment Amount or the Seller Adjustment Amount (if any), and (ii) the Closing Balance Sheet, together with reasonable supporting detail of each of the calculations set forth in the Closing Statement.

  • Lavner for Child and Parent Adjustment Over Time in Gay and Straight Families Adopting from Foster Care (University of California, Los Angeles; Sponsor: Jill Waterman, Ph.D.); and Diane Wach Miller for Identifying Pre- cursors to Borderline Personality Disorder Among Maltreated Youth (Human Development/Family♦ The AdvocateLife Development Center, Cornell University; Sponsor: John J.


More Definitions of Parent Adjustment

Parent Adjustment means (without duplication) (A) the sum of (i) the Closing Cash, and (ii) the Closing Working Capital minus (B) the sum of (i) the Closing Indebtedness and (ii) Change in Control Payments, in each case as set forth in the Parent Closing Statement as finally determined pursuant to Section 2.8.
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Related to Parent Adjustment

  • RENT ADJUSTMENT Any amounts owed by Tenant for payment of Operating Expenses. The Rent Adjustments shall be determined and paid as provided in Article Four.

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

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

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • 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.

  • SOFR Adjustment means 0.10% (10 basis points).

  • Payment Adjustment Date With respect to each ARM Loan, the date on which the Borrower's Monthly Payment changes in accordance with the terms of the related Mortgage Note.

  • Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

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

  • Interest Adjustment Date With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.

  • Adjustment Price means the lowest Underlying Price within the Adjustment Period after the Underlying Price is for the first time equal to or below the Adjustment Threshold.

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

  • Adjustment Fraction shall have the meaning set forth in Section 11(a)(i) hereof.

  • Term SOFR Adjustment means a percentage equal to 0.10% per annum.

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

  • Interest Adjustment Rate means the interest adjustment rate assigned to the Security. The initial Interest Adjustment Rate is the interest adjustment rate specified in the Table (the "Initial Interest Adjustment Rate").The Issuer may adjust, in its reasonable discretion pursuant to §315 BGB and in consideration of the relevant capital market practice and by acting in good faith (including market interest rates and the interest-rate expectations of the market), the Interest Adjustment Rate, including the Initial Interest Adjustment Rate, on any Scheduled Trading Day within the range (deviation (+) or (-)) specified in the Table for any given Security. The adjusted rate will be published without undue delay in accordance with §12.

  • Adjustment ratio means the value of index A divided by index

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

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

  • Credit Adjustment shall have the meaning specified in Section 3.02.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Adjustment Escrow Amount means $1,000,000.

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.