Preliminary Adjustment definition

Preliminary Adjustment. Schedule shall have the meaning set forth in Section 1.5(c).
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Preliminary Adjustment means the amount as calculated in Schedule 8;
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Preliminary Adjustment means the total dollar price adjustment to the Preliminary Closing Premium, as calculated in accordance with the methodology and procedures set forth in Section I of the Procedures Manual.
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Examples of Preliminary Adjustment in a sentence

  • If agreement is reached within such 90-day period, then promptly thereafter Seller shall pay to Buyer or Buyer shall pay to Seller, as the case may be, an amount equal to the difference between (i) the agreed Adjustment Amount and (ii) the preliminary Adjustment Amount indicated in the Preliminary Adjustment Report.

  • Within five (5) calendar days after the Arbitrating Firm delivers to the parties its written determination of the Adjustment Amount, Seller shall pay to Buyer, or Buyer shall pay to Seller, as the case may be, an amount equal to the difference between (i) the Adjustment Amount as determined by the Arbitrating Firm and (ii) the preliminary Adjustment Amount indicated in the Preliminary Adjustment Report.

  • Any payment to be made pursuant to the prior two sentences shall be made within thirty (30) days after the Final EBITDA Amount has been determined; provided, however, that notwithstanding the foregoing, CBI shall not be required to make any payment in excess of the value of the Preliminary Adjustment Amount until the first anniversary of the Closing.

  • For a period of ninety (90) days after Closing, Seller and its auditors and Buyer and its auditors may review the Preliminary Adjustment Report and the related books and records of Seller with respect to the Station, and Buyer and Seller will in good faith seek to reach agreement on the final Adjustment Amount.

  • If the sum of the Purchase Price Adjustment and the Preliminary Adjustment Amount, if any, is a negative number, ABI shall cause payment of the absolute value of such amount by wire transfer of immediately available funds to a bank account designated in writing by CBI (such designation to be made at least three (3) days prior to the date such payment is due).

  • If the sum of the Purchase Price Adjustment and the Preliminary Adjustment Amount, if any, is a positive number, CBI shall cause payment of such amount by wire transfer of immediately available funds to a bank account designated in writing by ABI (such designation to be made at least three (3) days prior to the date such payment is due).

  • The Preliminary Adjustment Statement shall be prepared in accordance with GAAP.

  • Furthermore, the value of the inventory set forth in the Preliminary Adjustment Statement and the Final Adjustment Statement (as hereinafter defined) shall be determined based upon a physical count performed by Buyer (or its representatives) and observed by Sellers’ Representative (or its representatives) promptly after the Closing.

  • For a period of ninety (90) days after Closing, Seller and its auditors and Buyer and its auditors may review the Preliminary Adjustment Report and the related books and records of Seller with respect to the Stations, and Buyer and Seller will in good faith seek to reach agreement on the final Adjustment Amount.

  • The Sellers and Sellers’ Representative shall cooperate fully with Buyer in the preparation of the Preliminary Adjustment Statement.


More Definitions of Preliminary Adjustment

Preliminary Adjustment as defined in Section 2.8(a). ---------------------- "Proceeding" - any action, arbitration, audit, hearing, investigation, ---------- litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Body or arbitrator.
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Preliminary Adjustment as defined in Section 2.2.2. ------------------------ "Preliminary Closing Statement"-- as defined in Section 2.2.2. ------------------------------- "Proceeding"--any action, arbitration, audit, hearing, investigation, ------------ litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Body or arbitrator. "Properties"--the New Mexico Properties and South Texas Properties, ------------ collectively.
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Preliminary Adjustment shall have the meaning set forth in Section 2.3(b).
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Preliminary Adjustment as defined in Section 2.2.2.
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Related to Preliminary Adjustment

  • 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.

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

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

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

  • Lot line adjustment means the relocation of the property boundary line in a

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

  • Spread Adjustment means 100 basis points.

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

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

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

  • Adjustment Statement has the meaning set forth in Section 2.6(a).

  • Preliminary Purchase Price has the meaning set forth in Section 2.02.

  • 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.

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

  • 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.

  • Preliminary Closing Statement has the meaning specified in Section 2.3(a)(ii).

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

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

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

  • Preliminary Settlement Statement shall have the meaning given such term in Section 3.2.

  • SNB Adjustment Spread means, with respect to the SNB Policy Rate, the spread to be applied to the SNB Policy Rate in order to reduce or eliminate, to the extent reasonably practicable under the circumstances, any economic prejudice or benefit (as applicable) to Noteholders as a result of the replacement of the Swiss Average Rate Overnight with the SNB Policy Rate for purposes of determining SARON, which spread will be determined by the Calculation Agent, acting in good faith and a commercially reasonable manner, taking into account the historical median between the Swiss Average Rate Overnight and the SNB Policy Rate during the two year period ending on the date on which the SARON Index Cessation Event occurred (or, if more than one SARON Index Cessation Event has occurred, the date on which the first of such events occurred).

  • Preliminary assessment means the first phase in the process of identifying areas of concern and determining whether contaminants are or were present at a site or have migrated or are migrating from a site, and shall include the initial search for and evaluation of, existing site specific operational and environmental information, both current and historic, to determine if further investigation concerning the documented, alleged, suspected or latent discharge of any contaminant is required. The evaluation of historic information shall be conducted from 1932 to the present, except that the department may require the search for and evaluation of additional information relating to ownership and use of the site prior to 1932 if such information is available through diligent inquiry of the public records.

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

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

  • 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).