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. (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.
Sample 1

Examples of Preliminary Purchase Price Adjustment in a sentence

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

  • The Seller shall have five (5) business days following receipt of the Preliminary Purchase Price Adjustment during which to provide written notification ("PPA Dispute Notice") to the Purchaser of any dispute of any item therein, which notice shall set forth in reasonable detail the basis for such dispute.

  • 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.

  • 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.

  • If the Seller does not timely deliver the PPA Dispute Notice, the Preliminary Purchase Price Adjustment shall be deemed to reflect the final agreement of the parties.

  • SN and UnSub will continue to attempt in good faith to agree upon the allocation of the Preliminary Purchase Price Adjustment or the Final Purchase Price Adjustment for thirty (30) days after the Closing or the Final Payment Date, as applicable.

  • 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.

  • During such 20-day period, the Sellers shall give the Purchaser and its accountants access on reasonable notice to all books, records, personnel and work papers of the Sellers that relate to the preparation of the Preliminary Purchase Price Adjustment Schedule.

  • For avoidance of doubt, the Loan Repayment Amount paid by Purchaser on behalf of the Company shall not be a “Company Expense” (as defined in Section 1.6 below) and shall not be accrued for or taken into account for purposes of calculating the Preliminary Purchase Price Adjustment and the Final Purchase Price Adjustment.

  • If the Purchase Price, as adjusted by the Preliminary Purchase Price Adjustment Amount, is adjusted downward by the Adjustment Difference Amount then the Escrow Agent shall deliver the Adjustment Difference Amount, plus any interest or income thereon, to Buyer from the Purchase Price Escrow Amount, deliver the balance of the Purchase Price Escrow Amount, plus interest or income earned on such balance, to PNFC and shall deliver the Additional Escrow Amount, plus interest or income thereon, to Buyer.


More Definitions of Preliminary Purchase Price Adjustment

Preliminary Purchase Price Adjustment has the meaning set forth in Section 1.3.
Sample 1
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 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.
Sample 1

Related to Preliminary Purchase Price Adjustment

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

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • 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 $500,000.

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

  • Purchase Price Allocation Schedule has the meaning given to it in Section 2.7(a).

  • 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 1.9.3.

  • 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 2.4(a).

  • Spread Adjustment means 100 basis points.

  • 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).