Purchase Price Adjustment Materials definition

Purchase Price Adjustment Materials has the meaning ascribed thereto in the Stock Purchase Agreement.
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Purchase Price Adjustment Materials has the meaning set forth in Section 2.6(a)(3).
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Purchase Price Adjustment Materials. “Final Balance Sheet”, “Final Adjusted Capital and Surplus”, “Final EB Volume Adjustment Schedule”, “Final EB Volume Adjustment Amount”, “Final NB Volume Adjustment Schedule” and “Final NB Volume Adjustment Amount”, as the case may be. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Parties acknowledge and agree that from and after the Closing, the resolution process set forth in this Section 2.6 shall be the sole remedy of the Parties with respect to all matters and calculations expressly included in the Purchase Price Adjustment Materials and the Final Balance Sheet and that such resolution process forecloses any right of the Parties to indemnification pursuant to Article 7 with respect to such matters; provided, however, that the facts and circumstances underlying the matters determined in the resolution process may be considered in determining whether any breach of a representation or warranty made hereunder has occurred; provided, further, that any resulting indemnification claim made under Article 7 shall not result in a duplication of recoveries.
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Examples of Purchase Price Adjustment Materials in a sentence

  • SCHOOL NAME RATING GRADE 0.19 miles away Overall Test Rating: 6 Number of Students: 374 Student-Teacher Ratio: 17.8 NATHAN B.

  • With respect to each Unresolved Item, the CPA Firm’s determination, if not in accordance with the position of either Seller or Purchaser, shall not be more favorable to Seller than the amounts advocated by Seller in the Seller’s Objection or more favorable to Purchaser than the amounts advocated by Purchaser in the Purchase Price Adjustment Materials or Purchaser’s calculations of the amounts set forth therein with respect to such disputed line item and/or calculation.

Related to Purchase Price Adjustment Materials

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

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

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

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

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

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

  • 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.

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

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

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

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

  • 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).

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

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

  • Contract Purchase Price means the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a Property or the amount of funds advanced with respect to a Mortgage, or the amount actually paid or allocated in respect of the purchase of other Assets, in each case exclusive of Acquisition Fees and Acquisition Expenses, but in each case including any indebtedness assumed or incurred in respect of such Property.

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

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

  • Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Price in respect of such day.

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

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

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Per Pre-Funded Warrant Purchase Price equals $0.0001, subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions relating to shares of Common Stock that occur after the date of this Agreement.