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Positive Purchase Price Adjustment definition

Positive Purchase Price Adjustment means the amount by which the Closing Net Working Capital is more than the Year-End Net Working Capital, and a "Negative Purchase Price Adjustment" means the amount by which the Closing Net Working Capital is less than the Year- End Net Working Capital.
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Positive Purchase Price Adjustment shall have the meaning ascribed to ---------------------------------- such term in Section 2.3(e) hereof.
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Positive Purchase Price Adjustment has the meaning set forth in (S)2.5 below.
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Examples of Positive Purchase Price Adjustment in a sentence

  • If the Final Net Working Capital is (A) less than $0, Seller will pay Purchaser an amount equal to the Negative Purchase Price Adjustment, or (B) greater than $0, Purchaser will pay Seller an amount equal to the Positive Purchase Price Adjustment; provided that any payment made pursuant to the foregoing clause (A) or clause (B) shall be adjusted to take into account any payment previously made pursuant to Section 2.3(e)(i).

  • Within five business (5) days following the date on which the Final Closing Statement of Net Assets is determined, either the Buyer will pay the Seller the Positive Purchase Price Adjustment or the Seller will pay the Buyer the Negative Purchase Price Adjustment, in either case, together with interest thereon at the rate of 5.75% per annum from the Closing Date until the date paid (the "PURCHASE PRICE ADJUSTMENT").

  • A "Positive Purchase Price Adjustment" means the amount by which the Closing Net Working Capital is more than the Year-End Net Working Capital, and a "Negative Purchase Price Adjustment" means the amount by which the Closing Net Working Capital is less than the Year- End Net Working Capital.

  • If the Final Net Working Capital is (A) less than $0, Seller will pay Purchaser an amount equal to the Negative Purchase Price Adjustment, or (B) greater than $0, Purchaser will pay Seller an amount equal to the Positive Purchase Price Adjustment; provided that any payment made pursuant to the foregoing CLAUSE (A) or CLAUSE (B) shall be adjusted to take into account any payment previously made pursuant to SECTION 2.3(e)(i).

  • If the Final Net Working Capital is (A) less than $0, Seller will pay Purchaser an amount equal to theNegative Purchase Price Adjustment, or (B) greater than $0, Purchaser will pay Seller an amount equal to the Positive Purchase Price Adjustment; provided that any payment made pursuant to the foregoing clause (A) or clause (B) shall be adjusted to take into account any payment previously made pursuant to Section 2.3(e)(i).

  • Set forth in Section 2.06(d)(ii) of the Disclosure Schedules are examples of the determination of the post-Closing adjustments contemplated in Sections 2.06(d)(i) and (ii), demonstrating both a Net Positive Purchase Price Adjustment Amount and a Net Negative Purchase Price Adjustment Amount.

  • If the Closing Net Working Capital is (A) less than the Year-End Net Working Capital, Seller will pay Purchaser an amount equal to the Negative Purchase Price Adjustment, or (B) greater than the Year-End Net Working Capital, Purchaser will pay Seller an amount equal to the Positive Purchase Price Adjustment.

  • A "Positive Purchase Price Adjustment" means the amount by which the Final Net Working Capital is more than $0, and a "Negative Purchase Price Adjustment" means the amount by which the Final Net Working Capital is less than $0.

  • After the Closing, the Purchase Price shall be adjusted by an amount (the "Purchase Price Adjustment") determined by USF and Buyer in accordance with this Section 2.3 and Section 2.4. If the amount of Closing Date Adjusted Net Assets exceeds $208,452,000, the Purchase Price set forth in Section 2.2 shall be increased by the amount of such excess (a Positive Purchase Price Adjustment).


More Definitions of Positive Purchase Price Adjustment

Positive Purchase Price Adjustment has the meaning specified in Section 2.2(a) of this Agreement.
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Positive Purchase Price Adjustment has the meaning assigned to in Article 4.6.2.
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Positive Purchase Price Adjustment means the amount by which the net assets of the Seller shown on the Final Closing Statement of Net Assets, is more than $4,593,505, which is the net assets amount shown on the Peg Statement of Net Assets. A "NEGATIVE PURCHASE PRICE ADJUSTMENT" means the amount by which the net assets for the Seller shown on the Final Closing Statement of Net Assets is less than $4,593,505, which is the net assets amount shown on the Peg Statement of Net Assets. All payments pursuant to this Section 2.3 shall be in immediately available funds by wire transfer pursuant to instructions provided in writing by the recipient of the funds.
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Related to Positive Purchase Price Adjustment

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

  • Purchase Price Adjustment Escrow Amount means $1,500,000.

  • 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.

  • 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.

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(c).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

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

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • 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;

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

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Adjustment Escrow Amount means $2,000,000.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Working Capital Adjustment Amount means an amount equal to the difference between (i) the Working Capital of the Company as of the Closing Date and (ii) the Estimated Working Capital Amount. For the avoidance of doubt the Working Capital Adjustment Amount may be a negative number.

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Base Purchase Price has the meaning set forth in Section 2.2.

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

  • Spread Adjustment means 100 basis points.

  • Minimum Purchase Price has the meaning set forth in Section 2.04.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Net Purchase Price has the meaning set forth in Section 2.1.

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

Most Referenced Clauses

Most Referenced Definitions