Purchase Price Adjustment Review Period definition

Purchase Price Adjustment Review Period has the meaning set forth in Section 2.8(c).
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Purchase Price Adjustment Review Period has the meaning set forth in Section 2.4(b).
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Purchase Price Adjustment Review Period. Buyer shall (i) permit Seller and its Representatives to review Buyer’s working papers and other supporting data, as well as all of the books, records and other relevant information, in each case, relating to the operations and finances of the Transferred Companies with respect to the period up to and including the Closing Date, (ii) make reasonably available the individuals in its employ responsible for, and knowledgeable about the information used in, the preparation of any Actual Financial Deliverable, in order to respond to the reasonable inquiries of Seller and (iii) otherwise cooperate in good faith with Seller and its Representatives in connection with Seller’s review.
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Examples of Purchase Price Adjustment Review Period in a sentence

  • If no Adjustment Notice is received by Buyer on or prior to the expiration date of the Purchase Price Adjustment Review Period, then the Initial Statement and the Initial Working Capital set forth in the Initial Statement shall be deemed to have been accepted by Seller and shall become final and binding upon Seller and Buyer in accordance with the last sentence of Section 1.7(e).

  • Seller shall notify Purchaser in writing (the “Notice of Purchase Price Adjustment Disagreement”) prior to the expiration of the Purchase Price Adjustment Review Period if Seller disagrees with the Closing Statement, or Working Capital, Closing Indebtedness or Transaction Expenses set forth therein.

  • If no Notice of Purchase Price Adjustment Disagreement is received by Buyer on or prior to the expiration date of the Purchase Price Adjustment Review Period, then the Initial Statement, the Initial Working Capital and the Initial Notes Balance set forth in the Initial Statement shall be deemed to have been accepted by the Sellers and U.S. General Partner and shall become final and binding upon the Sellers, Buyer and U.S. General Partner in accordance with the last sentence of Section 2.4(f).

  • If no Notice of Purchase Price Adjustment Disagreement is received by Buyer on or prior to the expiration date of the Purchase Price Adjustment Review Period, then the Initial Statement shall be deemed to have been accepted by Seller and shall become final and binding upon Seller and Buyer in accordance with the last sentence of Section 2.4(f).

  • Seller shall notify Buyer in writing (the “Adjustment Notice”) prior to the expiration of the Purchase Price Adjustment Review Period if Seller disagrees with the Initial Statement or the Initial Working Capital.

  • If no Notice of Purchase Price Adjustment Disagreement is delivered to the Acquiror on or prior to the expiration date of the Purchase Price Adjustment Review Period, then the Acquiror’s Estimated Purchase Price Adjustment Amount set forth in the Acquiror’s Purchase Price Adjustment Certificate shall be deemed to have been accepted by the Parent and shall become final and binding upon the Parent and the Acquiror in accordance with the last sentence of Section 2.05(f).

  • If no Adjustment Notice is received by the Buyer on or prior to the expiration date of the Purchase Price Adjustment Review Period, then the Initial Statement, and the Actual Working Capital and Closing Net Cash set forth in the Initial Statement, shall be deemed to have been accepted by Seller Parent and shall become final and binding upon Seller Parent and the Buyer.

  • If no Notice of Purchase Price Adjustment Disagreement is received by Buyer on or prior to the last day of the Purchase Price Adjustment Review Period, the Initial Statement shall be deemed to have been accepted by Vendor and shall become final and binding upon Vendor and Buyer in accordance with the last sentence of Section 2.8(e).

  • The Sellers’ Representative shall notify Buyer in writing (the “Notice of Purchase Price Adjustment Disagreement”) prior to the expiration of the Purchase Price Adjustment Review Period if the Sellers’ Representative disagrees with the Closing Statement or the Closing Indebtedness, Closing Cash, Closing Working Capital or Closing Statement TCF Amount set forth therein.

  • She confirmed that she had circulated all of the relevant correspondence to members and it was agreed that the JPC would not consider contributing.


More Definitions of Purchase Price Adjustment Review Period

Purchase Price Adjustment Review Period. Section 1.02(c)(ii) “Purchaser” Preamble “Purchaser Documents” Section 4.01 “Purchaser Released Person” Section 9.11(a) “Purchaser Releasing Person” Section 9.11(a) “Qualifying Transaction” Section 8.02(b) “Real Property Leases” Section 3.18(b)
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Related to Purchase Price Adjustment Review 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 Allocation has the meaning set forth in Section 2.6(a).

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

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

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

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

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

  • 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.

  • 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.

  • Minimum Purchase Price has the meaning set forth in Section 2.04.

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

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

  • Adjustment Payment means, in respect of any Security, the payment (if any) determined by the Determination Agent as is required in order to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value to or from the Issuer as a result of the replacement of the Index by the Alternative Pre-nominated Index. The Determination Agent may determine that the Adjustment Payment is zero.

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

  • 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.

  • 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.

  • Contract Adjustment Payments means the payments payable by the Company on the Special Payment Date or the Payment Dates in respect of each Purchase Contract, at a rate per year of [•]% of the Stated Amount per Purchase Contract.

  • 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).

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

  • 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.

  • Spread Adjustment means 100 basis points.

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