Post-Closing Purchase Price Adjustment has the meaning provided in Section 2.8(a).
Post-Closing Purchase Price Adjustment has the meaning specified in Section 4.3(b) hereof.
Post-Closing Purchase Price Adjustment will be the net amount of the sum of the adjustments made pursuant to clauses (i) or (ii) (whichever applies) plus clauses (iii) or (iv) (whichever applies) plus clause (v).
Examples of Post-Closing Purchase Price Adjustment in a sentence
Br. 30–31.possible.65 SPA Section 2(e) provides the procedure for resolving Impact Confections‘ Final Working Capital: Post-Closing Purchase Price Adjustment.
Seller shall provide Buyer access to all relevant books and records and supporting documentation in connection with Seller’s preparation of, and shall consult with Buyer in preparing, the Initial Post-Closing Purchase Price Adjustment Statement.
The commission may sell, lease, donate, transfer, or otherwise dispose of zoological facilities within the territory of the district.
Firms might also reward custom- ers who perform well in confusion audits per- formed by third parties.12 The benchmarks against which firm perfor- mance in customer confusion audits ought to be judged depend on which of the bureau’s statutory purposes it is pursuing: transpar- ency, competition, or fairness.
Post-Closing Purchase Price Adjustment Within 30 Business Days following the Closing Date, the Vendor and the Purchaser shall cause their designated auditor to prepare an audit report (the “Closing Date Audit Report”) containing an audited consolidated balance sheet for each Target Company at the close of business on the Closing Date (the “Audited Closing Balance Sheets”).
More Definitions of Post-Closing Purchase Price Adjustment
Post-Closing Purchase Price Adjustment. After the Closing, the Final Base Purchase Price will be adjusted as follows: (A) (i) on the date any excess amounts in the Project Completion Account (as defined in the ECCA) are distributed to the Class B Member (as defined in the ECCA) pursuant to Section 5.02(f)(ii) of the Project Agreement or, if the amounts in such Project Completion Account are exhausted prior to the date Final Completion (as defined in the ECCA) occurs, the date of such Final Completion or (ii) on the date any excess amounts in the Completion Account (as defined in the Western Interconnect Loan Agreement) are distributed by PWI Holdings pursuant to Section 4.07(b)(i) of the Depository Agreement (as defined in the Western Interconnect Loan Agreement) or, if the amounts in such Completion Account are exhausted prior to the date Final Completion (as defined in the Western Interconnect EPC Contract) occurs, the date of such Final Completion (each such date, a “Completion Adjustment Date”), the amounts described in Item I below will be paid as an adjustment to the Final Base Purchase Price, and (B) if there are any Delayed Turbines, on the date the amounts in the Escrow Account (as defined in the ECCA) are released to the Class B Member pursuant to the Escrow Agreement (as defined in, and as amended pursuant to, the ECCA) and the Project Agreement in respect of such Delayed Turbines (the “Delayed Turbine Adjustment Date”), the amounts described in Item II below will be paid as an adjustment to the Final Base Purchase Price. Item I: Completion Adjustment “Completion Adjustment” means either: (1) (A) the amount, if any, released to the Class B Member from the Project Completion Account (as defined in the ECCA) following achievement of Final Completion (as defined in the ECCA) in accordance with the ECCA or (B) the amount of distributions by PWI Holdings in accordance with the Depository Agreement (as defined in the Western Interconnect Loan Agreement) attributable to funds transferred from the Completion Account (as defined in the Western Interconnect Loan Agreement) (each such amount so released or distributed, the “Surplus Amount”); or (2) (A) if the amounts on deposit in the Project Completion Account (as defined in the ECCA) are insufficient to (x) fund the actual costs and expenses (including the costs and expenses of or related to any Delayed Turbines (as defined in the ECCA)) necessary to achieve Final Completion (as defined in the ECCA) and (y) pay all Transaction Expenses (as def...
Post-Closing Purchase Price Adjustment means the determination of the Final Purchase Price in accordance with the rules and procedures provided in Section 2.4.
Post-Closing Purchase Price Adjustment means (A) if the Working Capital Deficiency is greater than or equal to the Cash Deficiency, the amount equal to the Final WC Adjustment Amount minus the Working Capital Adjustment Amount as of Closing or (B) if the Cash Deficiency is greater than the Working Capital Deficiency, the amount equal to the Final Cash Adjustment Amount minus the Cash Adjustment Amount as of Closing; provided however that if the number obtained in (A) or (B), as the case may be, is a negative number, the “Post-Closing Purchase Price Adjustment” shall be equal to zero (0).
Post-Closing Purchase Price Adjustment means (A) if the Working Capital Deficiency is greater than or equal to the Cash Deficiency, the amount equal to the Final WC Adjustment Amount minus the Working Capital Adjustment Amount as of Closing or (B) if the Cash Deficiency is greater than the
Post-Closing Purchase Price Adjustment. After the Closing, on the date any excess amounts in the Project Completion Account are distributed to the B Member pursuant to Section 5.02(f)(i) of the Holdings LLC Agreement or, if the amounts in such Project Completion Account are exhausted prior to the date Final Completion (as defined in the ECCA) occurs, the date of such Final Completion (such earlier date, the “Completion Adjustment Date”), the Completion Adjustment will be paid as an adjustment to the Base Purchase Price. “Completion Adjustment” means either: (1) the amount, if any, released or distributed to the B Member from the Project Completion Account following achievement of Final Completion (as defined in the ECCA) in accordance with the Holdings LLC Agreement (such amount so released or distributed, the “Surplus Amount”); or (2) if the amounts on deposit in the Project Completion Account are insufficient to (x) fund the actual costs and expenses necessary to achieve Final Completion (as defined in the ECCA) and (y) pay all Transaction Expenses (as defined in the ECCA), the aggregate amount of any such shortfall (such shortfall, the “Deficit Amount”). If the Completion Adjustment is an amount determined under clause (1), then each Purchaser shall pay its Percentage Portion of the Surplus Amount to Seller on the Completion Adjustment Date, and the Base Purchase Price will increase by the Surplus Amount. If the Completion Adjustment is an amount determined under clause (2), then Seller shall pay to each Purchaser such Purchaser’s Percentage Portion of the Deficit Amount on the Completion Adjustment Date, and the Base Purchase Price will decrease by the Deficit Amount. 1556004.16-WASSR01A - MSW Payment Mechanics and Payee Information: Upon satisfaction or waiver of the conditions precedent to Closing (other than Section 5.3(a)), the Purchasers shall pay the Base Purchase Price on the Closing Date to Seller by wire transfer in immediately available funds in U.S. dollars to the following bank account: Pay To: Citibank, N.A. Xxx Xxxx’x Xxx Xxx Xxxxxx, XX 00000XXX Number: 031100209Swift Code: CITIUS33Account Number: 38257899Credit To: Pattern Xxxxx Holdings LLCReference: [PEGI]/[PSP] Xxxxx Purchase Price
Post-Closing Purchase Price Adjustment means the post-closing adjustment to the Purchase Price pursuant to Section 2.5.
Post-Closing Purchase Price Adjustment means the post-closing purchase price adjustment as more fully set forth in the Plan Funding Agreement.