Purchase Price Adjustment Notice definition

Purchase Price Adjustment Notice has the meaning set forth in Section 2.3(b) below.
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Purchase Price Adjustment Notice. “Price Adjustment Period”, “Operating Expenses”, “Tenant Receivables”, “Unbilled Tenant Receivables”, “Uncollected Delinquent Tenant Receivables”, “Taxes” and “Hazardous Materials”, such reference shall be limited to each of such items as they relate solely to the property generally described by common address and the Seller associated therewith. Additionally, all exhibits referencing any of the foregoing listed items will indicate the common address to which such exhibit, or portion thereof relates.
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Purchase Price Adjustment Notice shall have the meaning set forth in Section 5.11(a) hereof.
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Examples of Purchase Price Adjustment Notice in a sentence

  • In the event that the Purchase Price Adjustment Notice sets forth a decrease in the Purchase Price, the amount of such decrease shall be set-off against the amounts due under the Note, subject to Seller's right to dispute the Purchase Price Adjustment pursuant to Section 7.2 hereof.

  • Within three (3) days after Purchaser’s receipt of the Purchase Price Adjustment Notice, Purchaser shall remit payment to Seller the amount of the Purchase Price Adjustment via wire transfer of immediately available funds.

  • In the event that the Purchase Price Adjustment Notice sets forth an increase in the Purchase Price, the Buyer shall pay such amount to the Seller within fifteen (15) days of the Purchase Price Adjustment Date.

  • The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Officer's Certificate or Purchase Price Adjustment Notice shall be binding and conclusive upon the parties to this Agreement.

  • The Buyer shall send a copy of the Closing Balance Sheet to the Seller within forty-five (45) days following the Closing Date, (the date of such notice being sometimes referred to herein as the "Purchase Price Adjustment Date") together with a notice setting forth (a) the amount of the adjustment in the Purchase Price and (b) a list of any assets and liabilities rejected by Buyer pursuant to Section 1.1 hereof (the "Purchase Price Adjustment Notice").

  • The Buyer shall notify the Seller in writing within 30 days following delivery of the Closing Date Balance Sheet if the Buyer disputes any item therein (the "PURCHASE PRICE ADJUSTMENT NOTICE"), and if the Purchase Price Adjustment Notice is not delivered within such time period, the Buyer shall be deemed to have accepted the Closing Date Balance Sheet and it shall be final and binding upon all the parties hereto.

  • If Seller delivers a Purchase Price Adjustment Notice within such forty-five (45)-day period, then the Dispute Amounts shall be resolved pursuant to Section 2.9(c).

  • The period commencing on the date on which Seller receives a Purchase Price Adjustment Notice, which shall be no later than the last day of the Inspection Period, and ending five (5) Business Days after the expiration of the Inspection Period.

  • Any Buyer Working Capital Adjustment or Shareholder Working Capital Adjustment shall be paid within fifteen (15) Business Days of the Shareholder Representative’s receipt of the Buyer Purchase Price Adjustment Notice, except for any Buyer Working Capital Adjustment or Shareholder Working Capital Adjustment, as the case may be, for which the Shareholder Representative has provided Buyer with a Shareholder Purchase Price Adjustment Objection Notice (as defined below).

  • In the event that the Seller shall fail to remit to the Buyer the shortfall amount within 30 days of the receipt of the Purchase Price Adjustment Notice, the Buyer shall have the right to reduce the principal balance then due under Buyer's Note by an amount equal to the shortfall amount.


More Definitions of Purchase Price Adjustment Notice

Purchase Price Adjustment Notice shall have the meaning ascribed to such term in Section 2.10(a).
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Purchase Price Adjustment Notice on or before the last day of the Inspection Period setting forth in reasonable detail the reason for the requested adjustment and the requested amount of the adjustment, which in no event shall exceed 75% with respect to Subsection (a) hereof, and 25% with respect to Subsection (b) hereof of the portion of the Allocated Purchase Price for such Property. If Purchaser does not give a Purchase Price Adjustment Notice for the matters set forth in this Section 4.4.1 prior to the last day of the Inspection Period, Purchaser shall be deemed to have waived its right to any adjustment of the Purchase Price pursuant to this Section 4.4.1.
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Related to Purchase Price Adjustment Notice

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

  • Purchase Price Adjustment Escrow Amount means $1,500,000.

  • 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.

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

  • Estimated Adjustment Amount has the meaning set forth in Section 2.8(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.

  • 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.

  • 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).

  • Unit 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.

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

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

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(c).

  • 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.

  • Net Purchase Price has the meaning set forth in Section 2.1.

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

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

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

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

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to (A) the Closing Net Working Capital as finally determined pursuant to this Section 2.5 minus the Estimated Net Working Capital, plus (B) Estimated Indebtedness minus Closing Indebtedness as finally determined pursuant to this Section 2.5, plus (C) Closing Cash as finally determined pursuant to this Section 2.5 minus Estimated Cash, plus (D) Estimated Transaction Expenses minus Closing Transaction Expenses as finally determined pursuant to this Section 2.5;

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

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

  • Adjustment Escrow Amount means $2,000,000.

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