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 any adjustment to a Tax Item or Tax liability proposed by a Tax Authority or any claim for refund asserted in a Tax Contest to the extent Parent would be exclusively liable for any resulting Tax under this Agreement and 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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Examples of Parent Adjustment in a sentence

  • This of course prevents us from learning and growing because any admission of error is likely to be regarded as a personal triumph for opponents, rather than an honest attempt to learn and grow.

  • 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.

  • The number of shares of Surviving Corporation Series B Common Stock which Parent shall be entitled to receive shall be determined by dividing the Parent Adjustment Amount by the Market Price as determined as of the date of payment.

  • During the Review Period, Parent shall make available to the Stockholders’ Representative and its Representatives reasonable access during normal business hours to all relevant personnel, Representatives of Parent, books and records of the Acquired Companies and other items reasonably requested by the Stockholders’ Representative in connection with the Stockholders’ Representative’s review of the Parent Adjustment Report and any dispute with respect thereto as contemplated by this Section 3.6.

  • Notwithstanding anything to the contrary in this Agreement, the Equityholder Representative, the Key Shareholders, the other Company Equityholders and their respective Affiliates and representatives shall not have any Liability to Parent, the Company or any of their respective Affiliates for any portion of the Parent Adjustment Amount that is in excess of the NWC Escrow Amount.

  • Unless Parent delivers written notice to STT Communications on or prior to the 30th day after receipt of the Final Parent Adjustment Calculation stating that Parent objects to the Final Parent Adjustment Calculation (and setting forth in reasonable detail its calculation of disputed items), Parent shall be deemed to have accepted and agreed to the Final Parent Adjustment Calculation.

  • SECTION 8.7.5 Parent shall cause the Parent Stock Option Plans to be interpreted so that employment of the Transferred Employees with Sub shall be treated as employment with Parent for purposes of the Parent Stock Option Plans' provisions causing outstanding Parent Adjustment Options to expire upon the termination of employment of the option holder.

  • If Parent so notifies STT Communications of its objections to the Final Parent Adjustment Calculation, the parties shall, within 60 days (or such longer period as the parties may mutually agree) following such notice (the “Parent Adjustment Resolution Period”), attempt to reach an agreement that resolves their differences.

  • In the event and to the extent the Adjustment Shares are not sufficient to fund the Parent Adjustment Amount, Parent shall be entitled to use the Escrow Fund as the "purchase price adjustment fund" and cancel the appropriate number of Escrow Shares or withdraw the appropriate amount of Escrow Cash (as defined in the Escrow Agreement), as applicable, in order for Parent to get fully reimbursed for the entire Parent Adjustment Amount.

  • The results of our study have implications for research and practice.


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 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;

  • XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.

  • 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.

  • SOFR Adjustment Date means the second U.S. Government Securities Business Day before the first day of such Interest Period.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(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 has the meaning set forth in Section 2.4(c).

  • 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.

  • Spread Adjustment means 100 basis points.

  • Open Market Adjustment Amount shall have the meaning specified in Section 2(I).

  • 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 1.9.3.