Purchase Price Adjustment Agreement definition

Purchase Price Adjustment Agreement means the agreement dated the date hereof between the Power Vendors, Celestica (Thailand) Limited, Celestica Suzhou Technology Ltd., Celestica Parent, the Purchaser, C&D Power Systems (Canada) ULC, Datel Electronic Technology (Shanghai) Co., Ltd. and Dynamo Acquisition Corp. relating to, among other things, the adjustment of the Purchase Price;
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Purchase Price Adjustment Agreement means the Purchase Price Adjustment Rights Agreement by and between the Seller Representative and the Rights Agent.
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Purchase Price Adjustment Agreement shall have the meaning set forth in the Recitals.
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Examples of Purchase Price Adjustment Agreement in a sentence

  • This Agreement, together with the Purchase Price Adjustment Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral.

  • In lieu of cash payment and in connection with the Purchase Price Adjustment Agreement executed on even date herewith, CALPIAN, INC., a Texas corporation (“Maker”), from and on the date hereof, promises to pay to the order of eVance Processing, Inc.

  • At the time of the Acquisition, the Company entered into a Purchase Price Adjustment Agreement with Tidewater, Inc.

  • The Seller Representative may resign at any time, and a new seller representative may be designated by the previous Seller Representative; provided, however, that such Seller Representative agrees in writing to be bound by the terms of this Agreement and the Purchase Price Adjustment Agreement.

  • Once the Seller Representative determines, in its reasonable discretion, that it will not incur any additional expenses in its capacity as the Seller Representative, it shall transfer to the Rights Agent the remaining portion of the Seller Representative Fund, if any, without interest, to be distributed in accordance with the Purchase Price Adjustment Agreement.

  • Notwithstanding anything contained herein to the contrary, Seller or Foundation may only be permitted to distribute the Estimated Excess Proceeds Amount, as adjusted by Section 2.6 (the “Excess Proceeds Amount”), as well as any earnings on such Excess Proceeds Amount, in accordance with the terms of the Purchase Price Adjustment Agreement.

  • In the event the Seller Representative receives any payment pursuant to Section 2.4(d), Section 2.5(d), Section 2.5(g) or Section 9.16, the Seller Representative shall pay the Rights Agent any such amounts for further distribution by the Rights Agent to the Holders (as defined in the Purchase Price Adjustment Agreement), in each case in accordance with the Purchase Price Adjustment Agreement.

  • For certainty, notwithstanding the payment by the Purchaser of the amounts set out in Section 2.3(a) and 2.3(b), the Purchase Price shall be subject to adjustment in accordance with the provisions of the Purchase Price Adjustment Agreement and Section 2.8, as applicable.

  • Section 1.10 of the Merger Agreement contemplated a later Purchase Price Adjustment Agreement (“PPAA”), which would include a closing date balance sheet that would determine any financial adjustments.

  • The Cash Portion of the ----------------------- Earned Payout Amount, if any, shall be payable (pro rata in accordance with the percentages set forth on the Allocation ---------- Schedule) to the Sellers; provided, however, that each Seller -------- enters into a Purchase Price Adjustment Agreement in the form set forth as Exhibit C attached hereto.


More Definitions of Purchase Price Adjustment Agreement

Purchase Price Adjustment Agreement has the meaning given to such term in the Recitals of the Agreement.
Sample 1
Purchase Price Adjustment Agreement means the agreement dated September 23, 2004 among the Vendors, Celestica Parent, Celestica Electronics (Shanghai) Co. Ltd., Celestica Suzhou Technology Ltd., the Purchaser, C&D Power Systems (Canada) ULC, C&D Parent and Datel Electronic Technology (Shanghai) Co., Ltd.;
Sample 1
Purchase Price Adjustment Agreement means the Loan Agreement, dated as of October 10, 2000, by and between Xxxxxx-Xxxx and Xxxx Electronics Corporation, relating, inter alia, to the Purchase Price Adjustment Note.
Sample 1

Related to Purchase Price Adjustment Agreement

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

  • Purchase Price Adjustment Escrow Amount means $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.

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

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

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

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

  • 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.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

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

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

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

  • Adjustment Escrow Amount means $1,000,000.

  • 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.

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

  • Original Purchase Price means the price paid by you for the motor vehicle or a maximum of 110% of the market value of the vehicle as defined by Glass's Guide Retail at time of purchase, whichever is the lesser (including all factory fitted accessories) and after any discount given, but does not include the cost of dealer fitted accessories, road fund licence, new vehicle registration fee, fuel, paintwork and/or upholstery protection kits, insurance premiums (including the premium for this policy), warranty premiums, any finance arrears and any such associated costs and any negative equity transferred from a previous finance agreement.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • 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).

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

  • 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).

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

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

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.