Preliminary Purchase Price Adjustment definition

Preliminary Purchase Price Adjustment has the meaning set forth on Section 2(d) below.
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Preliminary Purchase Price Adjustment. (which may be positive or negative) shall equal the difference between (x) Estimated Working Capital and (y) Reference Date Working Capital, and shall be made as follows: (i) if the Estimated Working Capital is greater than the Reference Date Working Capital, then the Preliminary Purchase Price Adjustment shall be positive, and the Base Purchase Price shall be increased by the amount of such difference as provided in Section 2.2(a)(ii), and (ii) if the Estimated Working Capital is less than the Reference Date Working Capital, then the Preliminary Purchase Price Adjustment shall be negative, and the Base Purchase Price shall be reduced by the amount of such difference as provided in Section 2.2(a)(ii).
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Preliminary Purchase Price Adjustment for the Business shall be the amount (if any) by which the Closing Net Book Value is greater than $13,000,000 ("Positive Adjustment") or less than $12,000,000 ("Negative Adjustment"). As used herein, "Closing Net Book Value" shall mean the total net book value of the Purchased Assets less the total of the Assumed Liabilities, as reflected on the Closing Balance Sheet.
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Examples of Preliminary Purchase Price Adjustment in a sentence

  • Each of the Preliminary Purchase Price Adjustment and the Final Purchase Price Adjustment are sometimes hereinafter referred to individually as a “Purchase Price Adjustment.” Pursuant to the terms of the APC PSA, Seller (a) will only be adjusting the Purchase Price pursuant to such provisions on an aggregate basis and (b) will not be providing allocations of such adjustments between SN and UnSub.

  • In no event shall the amount of either Preliminary Purchase Price Adjustment set forth in each of clause (d)(ii) or (d)(iii) above separately exceed the amount of $100,000.

  • The Preliminary Purchase Price shall be subject to adjustment ("Preliminary Purchase Price Adjustment") in accordance with this Paragraph (d).

  • If the Preliminary Net Cash exceeds SEK zero (0), the Purchase Price to be paid on Closing in accordance with this Section 1.3 shall be adjusted up with an amount corresponding to such excess and if the Preliminary Net Cash is less than SEK zero (0) the Purchase Price to be paid on Closing in accordance with this Section 1.3 shall be adjusted down with an amount corresponding to such deficit (the "Preliminary Purchase Price Adjustment").

  • All costs and expenses incurred by NVP or the Company in connection with this Agreement shall be paid by the party incurring such costs and expenses unless the Closing shall occur, in which event such costs and expenses shall be paid by Purchaser but shall be deemed to be “Company Expenses” and shall be accrued for and taken into account for purposes of calculating the Preliminary Purchase Price Adjustment and Final Purchase Price Adjustment.

  • The Preliminary Purchase Price Adjustment shall be subject to the procedures set forth below for the preparation of the Closing Balance Sheet (as defined herein), the determination of the Closing Balance Sheet Working Capital Balance (as defined herein) and any need for any Post-Closing Purchase Price Adjustment (as defined herein).

  • The Purchase Price will be finally adjusted as set out in Section 1.2. At the Closing, Purchaser shall pay to the account designated in writing by Seller the amount equal to the Purchase Price, adjusted with the Preliminary Purchase Price Adjustment as set out above, less the amount of Five Million Seven Hundred and Thirty Thousand SEK (SEK 5,730,000), which Purchaser shall deposit into the Account as the indemnity escrow (the "Indemnity Escrow") and held in accordance with the terms of Section 1.4 hereof.

  • The Purchase Price, as adjusted with the Preliminary Purchase Price Adjustment, less the amount of the Indemnity Escrow is referred to as the "Closing Consideration".

  • The Final Net Asset Value shall be compared with the $2,900,000 benchmark, the Preliminary Net Asset Value and the Preliminary Purchase Price Adjustment and a final purchase price adjustment shall be made; either by the payment of any necessary increase in the Purchase Price by Buyer (provided, however, the final Purchase Price shall never be greater than $15,323,889) or by the refund by Sellers to Buyer of any necessary further reduction in the purchase price.

  • Subject to clause 8, in the event the Preliminary Purchase Price Adjustment shall have been understated, the Purchaser shall be entitled to deduct from the Escrow Fund the amount by which the Final Purchase Price Adjustment exceeds the Preliminary Purchase Price Adjustment.


More Definitions of Preliminary Purchase Price Adjustment

Preliminary Purchase Price Adjustment. (which may be positive or negative) shall equal the difference between (x) Estimated Working Capital and (y) zero, and shall be made as follows: (i) if the Estimated Working Capital is greater than zero, then the Preliminary Purchase Price Adjustment shall be positive, and (ii) if the Estimated Working Capital is less than zero, then the Preliminary Purchase Price Adjustment shall be negative.
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Preliminary Purchase Price Adjustment means as defined in Section 2.4.
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Preliminary Purchase Price Adjustment shall be equal to the greater of the Preliminary Net Working Capital Adjustment and the Preliminary Cash Balance Adjustment.
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Preliminary Purchase Price Adjustment has the meaning set forth in Section 1.3.
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Related to Preliminary Purchase Price Adjustment

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

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

  • 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.

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

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

  • Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).

  • 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.

  • Additional Purchase Price has the meaning provided in Section 1.2(b).

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

  • 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 3.2(c).

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

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Loan Purchase Price With respect to any Home Equity Loan purchased from the Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b) or 8.10(b) hereof, an amount equal to the outstanding principal balance of such Home Equity Loan as of the date of purchase (assuming that the Monthly Remittance Amount remitted by the Servicer on such Monthly Remittance Date has already been remitted), plus all accrued and unpaid interest on such Home Equity Loan at the Coupon Rate to but not including the date of such purchase together with (without duplication) the aggregate amounts of (i) all unreimbursed Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan, (iii) all reimbursed Delinquency Advances and Servicing Advances to the extent that reimbursement is not made from the Mortgagor and (iv) any costs and damages incurred by the Trust in connection with any violation by the Home Equity Loan of any predatory or abusive lending law.

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

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

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

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

  • 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).

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

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

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

  • Preliminary Purchase Event means any of the following events:

  • Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.

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

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