Purchase Price Adjustment Fund definition

Purchase Price Adjustment Fund shall have the meaning specified in Section 2.3.
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Purchase Price Adjustment Fund has the meaning set forth in Section 1.4(d).
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Purchase Price Adjustment Fund shall have the meaning such term is given in Section 2.10(b) of the Agreement.
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Examples of Purchase Price Adjustment Fund in a sentence

  • The Closing Date Obligations Fund and the Purchase Price Adjustment Fund shall be invested, maintained and disbursed in accordance with the terms and conditions of the Escrow Agreement.

  • Five million dollars ($5,000,000) of the Escrow Deposit (the “Purchase Price Adjustment Fund”) shall be designated for use exclusively to pay any amount owed to Purchasers pursuant to Section 1.3(g) and any amount remaining in the Purchase Price Adjustment Fund after determining the Final Equity Consideration, and payment of all amounts owed to Purchasers pursuant to Section 1.3(g) shall be refunded to the Partners’ Representatives pursuant to the terms of the Escrow agreement.

  • The Purchase Price Adjustment Fund shall terminate on the Business Day after the date on which a payment is made by the Escrow and Exchange Agent to either the Purchaser or the Securityholders, as appropriate, in accordance with and pursuant to Section 2.7(f) hereof (such period, the “Purchase Price Adjustment Fund Period”).

  • The Selling Stockholders shall make any payments necessary, as among themselves, so that the allocation of Purchase Price Adjustment Fund payments properly reflects their agreed upon allocation of liability for such payments.

  • If the Final Closing Working Capital as finally determined pursuant to this Section 2.7 is greater than the Estimated Closing Working Capital, then the Purchaser shall deposit the excess amount multiplied by $0.5967 into the Purchase Price Adjustment Fund for immediate distribution to the Securityholders in the proportions set forth in the Final Merger Consideration Allocation Schedule and in accordance with the Escrow Agreement.

  • Adjustment to the carrying value of Clean Earth’s property, plant and equipment from its recorded net book value to its preliminary estimated fair value.

  • The Selling Stockholders authorize the Representative to determine the amount of each Selling Stockholder's contribution to the Purchase Price Adjustment Fund, and to set the contribution using cash, DownREIT Units or a combination thereof.

  • For the avoidance of doubt, under no circumstances shall the Purchase Price Adjustment Fund be commingled with, or comprise part of, the Escrow Fund.

  • Upon the expiration of the Purchase Price Adjustment Fund Period, the remaining amount of cash, if any, in the Purchase Price Adjustment Fund shall be distributed to the Securityholders in accordance with this Agreement and the Escrow Agreement.

  • In the event a Purchaser Claim Notice or a Representative Claim Notice is subject to a Representative Objection Notice or a Purchaser Objection Notice, respectively, the Escrow Agent shall distribute the Purchase Price Adjustment Fund in accordance with joint written instructions of the Purchasers and the Representatives or pursuant to a final and non-appealable determination of a court of competent jurisdiction.


More Definitions of Purchase Price Adjustment Fund

Purchase Price Adjustment Fund shall have the meaning specified in SECTION 2.3.
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Purchase Price Adjustment Fund has the meaning set forth in Section 1.2(c).
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Related to Purchase Price Adjustment Fund

  • 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.

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

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

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

  • 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.

  • 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.

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

  • Deferred Purchase Price shall have the meaning set forth in Section 2(a).

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

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

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

  • Adjustment Escrow Account means the escrow account established by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.

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

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any interest or other amounts earned thereon.

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

  • Share Purchase Price shall have the meaning ascribed to such term 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.

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

  • 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).

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

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

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