Purchase Price Allocations and Adjustments definition

Purchase Price Allocations and Adjustments has the meaning specified in Section 8.2(c).
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Purchase Price Allocations and Adjustments has the meaning specified in Section 8.2(c). “Purchaser” has the meaning specified in the opening paragraph of this Agreement. “Purchaser Indemnified Parties” has the meaning specified in Section 10.8.
Sample 1

Examples of Purchase Price Allocations and Adjustments in a sentence

  • Not later than three (3) business days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement of the estimated Purchase Price Allocations and Adjustments with appropriate support (the “Statement”), which Statement shall be based upon the then most currently available data and information in order to make the adjustments as provided in Section 10.02.

  • Not later than five (5) business days prior to the Closing Date, Seller shall prepare and deliver to Buyer a draft statement of the estimated Purchase Price Allocations and Adjustments with appropriate support (the “Settlement Statement”), which Statement shall be based upon the then most currently available data and information in order to make the adjustments as provided in Section 10.02.

  • Not later than seven (7) business days prior to the Closing Date, Seller shall prepare and deliver to Buyer a draft statement of the estimated Purchase Price Allocations and Adjustments with appropriate support (the “Settlement Statement”), which Statement shall be based upon the then most currently available data and information in order to make the adjustments as provided in Section 10.02.

  • On or before the third (3rd) Business Day prior to the Closing Date, Seller shall prepare and deliver to Purchaser a statement of the estimated Purchase Price Allocations and Adjustments (the “Statement”), which Statement shall be based upon the then most currently available data and information in order to make the adjustments as provided in Section 8.2.

  • On or before June 30, 2013, Seller shall prepare and deliver to Buyer a revised Statement (“Final Settlement Statement”) setting forth the actual Purchase Price Allocations and Adjustments.

  • Upon and after Closing, except to the extent reflected in one or more upward Purchase Price Allocations and Adjustments, Purchaser will assume and perform all the obligations, liabilities and duties relating or with respect to the ownership of the Assets that are attributable to periods after the Effective Time, together with the obligations assumed by Purchaser under this Agreement (collectively, the “Assumed Obligations”).

  • Not later than three (3) business days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement of the estimated Purchase Price Allocations and Adjustments with appropriate support (the "Statement"), which Statement shall be based upon the then most currently available data and information in order to make the adjustments as provided in Section 10.02.

  • On or before the third (3rd) Business Day prior to the Closing Date, Seller shall prepare and deliver to Purchaser a statement of the estimated Purchase Price Allocations and Adjustments and the resulting Closing Date Purchase Price (the “Statement”), which Statement shall be based upon the then most currently available data and information in order to make the adjustments as provided in Section 8.2.

  • Not later than five (5) business days prior to the Closing Date, Seller shall prepare and deliver to Buyer a draft statement of the estimated Purchase Price Allocations and Adjustments with appropriate support (the “Settlement Statement”), which Settlement Statement shall be based upon the then most currently available data and information in order to make the adjustments as provided in Section 10.02.

  • Not later than seven (7) days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement of the estimated Purchase Price Allocations and Adjustments with appropriate support (the "Statement"), which Statement shall be based upon the then most currently available data and information in order to make the adjustments as provided in Section 10.02.

Related to Purchase Price Allocations and Adjustments

  • 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).

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

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

  • Tax Allocations means the allocations set forth in paragraph 4 of Exhibit B.

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

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

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

  • Allocation Schedule has the meaning set forth in Section 2.07.

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

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • 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.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

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

  • Spread Adjustment means 100 basis points.

  • 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.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • 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).

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

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

  • Working Capital Adjustment 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.

  • Allocation has the meaning set forth in Section 3.3.

  • 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;