Purchase Price Adjustment Period definition

Purchase Price Adjustment Period has the meaning given such term in the Purchase Agreement.
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Purchase Price Adjustment Period means the period commencing on the Closing Date and expiring on the first to occur of the following dates: (a) the first Business Day following the distribution of Available Cash to Partners pursuant to Article VI of the Operating Partnership Agreement in respect of any Quarter beginning with the Quarter ending , 2017 in respect of which (i) (A) distributions of Available Cash from Operating Surplus on each of the Outstanding Common Units and any other Outstanding Units that are senior to or equal in right of distribution to the Common Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all Outstanding Common Units and any other Outstanding Units that are senior to or equal in right of distribution to the Common Units in respect of such periods and (B) the Adjusted Operating Surplus for each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units and any other Outstanding Units during such periods calculated on a Fully Diluted Weighted Average Basis, and (ii) the Aggregate Difference Amount is equal to zero. 1 Under consideration together with related concepts. (b) the first Business Day following the distribution of Available Cash to Partners pursuant to Article VI of the Operating Partnership Agreement in respect of any Quarter beginning with the Quarter ending , 2015 in respect of which (i) (A) distributions of Available Cash from Operating Surplus on each of the Outstanding Common Units and any other Outstanding Units that are senior to or equal in right of distribution to the Common Units with respect to the four-Quarter period immediately preceding such date equaled or exceeded 150% of the Minimum Quarterly Distribution on all of the Outstanding Common Units and any other Outstanding Units that are senior to or equal in right of distribution to the Common Units in respect of such period, and (B) the Adjusted Operating Surplus for the four-Quarter period immediately preceding such date equaled or exceeded 150% of the sum of the Minimum Quarterly Distribution on all of the Common Units and any other Outstanding Units during such period calculated on a Fully Diluted Weighted Average Basis, plus the aggregate payments of the IDR Fee during such period, and (ii) the Aggregate Difference Am...
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Purchase Price Adjustment Period has the meaning given such term in the Purchase Agreement, dated as of July 1, 2014, by and among NEE Equity and the Partnership.
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Examples of Purchase Price Adjustment Period in a sentence

  • This Agreement shall terminate upon the expiration of the Purchase Price Adjustment Period as set forth herein.

  • During the Purchase Price Adjustment Period, NEE Equity or any permitted transferee may not transfer any of its Common Units to any Person other than to an Affiliate of NEE Equity that agrees to assume the corresponding amount of NEE Equity’s obligations hereunder.

  • In addition to accelerated bridge construction techniques, the agency used the construction manager/general contractor delivery method on the Highways for LIFE-funded bridge replacement project.

  • As promptly as practical, and in any event not more than forty-five (45) days after the end of the Sales Purchase Price Adjustment Period, Buyer shall prepare and deliver to Seller (i) a report of the net sales of the Division for the Sales Purchase Price Adjustment Period (the "Period Sales Report") and a report thereon of Buyer's PwC and (ii) a calculation of the amount of the Sales Purchase Price Adjustment derived from the Period Sales Report (the "Sales Purchase Price Adjustment Calculation").

  • Due to the expiration of the Purchase Price Adjustment Period, the provisions relating to Aggregate Shortfall, Shortfall and Shortfall Threshold have been deleted in the MSA.


More Definitions of Purchase Price Adjustment Period

Purchase Price Adjustment Period. ‌ Section 2.5(b) “Purchased Assets” ‌ Section 1.2
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Purchase Price Adjustment Period. Unit Majority means “‘the approval of a majority of the outstanding [Common Units] (excluding any [Common Units] held by our general partner and its affiliates) and a majority of the outstanding Special Voting Units, voting
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Purchase Price Adjustment Period is defined in Section 2.6.
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Purchase Price Adjustment Period has the meaning given such term in the Purchase Agreement, dated as of , 2014, by and among NextEra Energy Equity Partners, LP, a Delaware limited partnership, and the Partnership.
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Purchase Price Adjustment Period means the period beginning as of the date of the Closing and ending on the Anniversary Date.
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Related to Purchase Price Adjustment Period

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

  • 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).

  • 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.

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

  • 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;

  • Payment Adjustment Date With respect to each ARM Loan, the date on which the Borrower's Monthly Payment changes in accordance with the terms of the related Mortgage Note.

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

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

  • Interest Adjustment Date With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.

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

  • Spread Adjustment means 100 basis points.

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

  • Open Market Adjustment Amount shall have the meaning specified in Section 2(I).

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

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

  • SOFR Adjustment Date means the second U.S. Government Securities Business Day before the first day of such Interest Period.

  • Purchase Price Credit has the meaning set forth in Section 1.3 of the Agreement.

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

  • Maximum Settlement Amount means the maximum amount the Company may be required to pay pursuant to this Settlement, which is the sum of Three Hundred Thousand Dollars ($300,000), excluding any of the Company’s employer-side share of FICA, FUTA, and other similar, mandatory employer-side payroll taxes. In no event shall the Maximum Settlement Amount exceed the foregoing sum.

  • 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.

  • Adjustment Price means the lowest Underlying Price within the Adjustment Period after the Underlying Price is for the first time equal to or below the Adjustment Threshold.

  • Adjustment Spread means either a spread (which may be positive or negative), or the formula or methodology for calculating a spread, in either case, which the Independent Adviser determines and which is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) to reduce or eliminate, to the fullest extent reasonably practicable in the circumstances, any economic prejudice or benefit (as the case may be) to Noteholders as a result of the replacement of the Original Reference Rate with the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which: