Sale Model Adjustment definition

Sale Model Adjustment means an increase or decrease, as the case may be, in the Purchase Price payable at the Closing necessary for the Purchaser to maintain under the Updated Sale Model (as defined below) the economic benefits to be received by Purchaser as reflected in the Sale Model. The Sale Model Adjustment shall be determined as follows:
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Sale Model Adjustment shall have the meaning set forth in Part I of Appendix B.
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Sale Model Adjustment means an increase or decrease, as the case may be, in the Initial Base Purchase Price payable at the Closing (i) necessary for the Purchaser to maintain under the Closing Sale Model (as defined below) the economic benefits to be received by Purchaser as reflected in the Sale Model, and (ii) subtracting, if applicable, the GRT Price Adjustment. The Sale Model Adjustment shall be determined as follows: (1) Three (3) Business Days prior to the expected Closing Date or, if later, finalization of the Base Case Model (as defined in the ECCA) pursuant to Section 2.2(c) of the ECCA, Seller shall provide to Purchaser an updated Sale Model that shall reflect any changes since the date of this Agreement to the following (and not any other changes): (A) the amounts reflected in the update of the Base Case Model pursuant to Section 2.2(c) of the ECCA with respect to (i) the items set forth in Exhibit B of the Project Agreement under the caption “Members, Capital Contributions, Etc.” (excluding the Deficit Account Caps and, for the avoidance of doubt, the amount of the capital contribution of Broadview B Member LLC) and (ii) items (i) and (j) of Annex 19 to the ECCA; (B) preserving the Class A Investor Payout; (C) the number of Wind Turbines (as defined in the ECCA) below one hundred forty-one (141) with respect to which the Independent Engineer (as defined in the ECCA) has delivered a certificate substantially in the form of Annex 12 to the ECCA on or prior to the expected Closing Date; and (D) Any manifest errors in the Base Case Model corrected in accordance with Section 2.2(c) of the ECCA. Separately, to the extent any New Mexico state gross receipts tax is determined in writing by the relevant taxing authorities after the date of this Agreement to be assessed (or, potentially in the case of a Post-Closing Purchase Price Adjustment, not to be assessed) on the transmission wheeling fees paid by the Project Companies under their Transmission Service Agreements, the GRT Price Adjustment will be calculated by: (i) revising the Sale Model solely to reflect the assessment of the state gross receipts tax on the transmission wheeling fees, (ii) updating the tax equity partnership parameters in such Sale Model pursuant to Section 2.2(c) of the ECCA but adjusting the input assumptions in such Sale Model solely for the gross receipts tax revision, (iii) reducing (or, potentially in the case of a Post-Closing Purchase Price Adjustment, increasing) the Initial Base Purchase Pric...
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Examples of Sale Model Adjustment in a sentence

  • If the Sale Model Adjustment would reasonably be expected to result in an increase in the Purchase Price in an amount of $20 million or more, then at the election of either Purchaser or Seller by notice to the other parties, Seller, Guarantor and Purchaser shall meet and negotiate in good faith for a restructuring of the transactions contemplated hereby.


More Definitions of Sale Model Adjustment

Sale Model Adjustment means an increase or decrease, as the case may be, in the Initial Base Purchase Price payable at the Closing (i) necessary for the Purchaser to maintain under the Closing Sale Model (as defined below) the economic benefits to be received by Purchaser as reflected in the Sale Model, and (ii) subtracting, if applicable, the GRT Price Adjustment. The Sale Model Adjustment shall be determined as follows:
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Sale Model Adjustment shall have the meaning set forth in Part I of Appendix B. “Securities Act” shall have the meaning set forth in Section 2.10. “Seller” shall have the meaning set forth in the preamble to this Agreement. “Seller Affiliates” shall have the meaning set forth in Part I of Appendix C. “Seller Indemnified Party” shall have the meaning set forth in Section 6.1(b). “Seller’s Maximum Liability” shall have the meaning set forth in Part VI of Appendix B. “Seller’s Signing Date Deliverables” shall have the meaning set forth in Part II of Appendix B. “Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person. “Subsidiary Transferee” shall have the meaning set forth in Section 1.1, and is more particularly described in Part I of Appendix C. “Subsidiary Transferor” shall have the meaning set forth in the recitals to this Agreement, and is more particularly described in Part I of Appendix C. “Surplus Amount” shall have the meaning set forth in Part I of Appendix B. “Survival Period” shall have the meaning set forth in Part VI of Appendix B. App. A-1 - 7 “Tax” or “Taxes” means, collectively all federal, provincial, state and local or foreign income, estimated, payroll, withholding, excise, sales, use, real and personal property, use and occupancy, business and occupation, mercantile, transfer, capital stock and franchise or other taxes of any kind whatsoever (including interest, additions and penalties thereon). “Tax Returns” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto. “Third Party Claim” shall have the meaning set forth in Section 6.4(a). “Third Party Claim Notice” shall have the meaning set forth in Section 6.4(a). “Topco” shall have the meaning set forth in Section 2.4. “Transmission Development Agreement” means that certain Transmission Development Agreement, dated as of December 22, 2015, by and among Western Interconnect LLC, a Delaware limited liability company, Tres Amigas, LLC, a Delaware limited liability company, Seller, and PWI Holdings, as amended by that certain First Amendment to the Transmission Development Agreement dated as of June 30, 2016. “Transmission Project” shall have the meaning set forth in the recitals to this ...
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Sale Model Adjustment shall have the meaning set forth in Part I of Appendix B. “Securities Act” shall have the meaning set forth in Section 2.10. “Seller” shall have the meaning set forth in the preamble to this Agreement. “Seller Affiliates” shall have the meaning set forth in Part I of Appendix C. “Seller Indemnified Party” shall have the meaning set forth in Section 6.1(b). “Seller’s Maximum Liability” shall have the meaning set forth in Part VI of Appendix B. “Specified Amount” shall have the meaning set forth in Part VI of Appendix B.
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Sale Model Adjustment shall have the meaning set forth in Part I of Appendix B. “Securities Act” shall have the meaning set forth in Section 2.10.
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Related to Sale Model Adjustment

  • 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.

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

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

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

  • Spread Adjustment means 100 basis points.

  • Working Capital Adjustment has the meaning set forth in Section 2.5(a).

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

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

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

  • 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;

  • 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.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.

  • Principal Adjustment In the event that the 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 or Class B-6 Optimal Principal Amount is calculated in accordance with the proviso in such definition with respect to any Distribution Date, the Principal Adjustment for such Class of Class B Certificates shall equal the difference between (i) the amount that would have been distributed to such Class as principal in accordance with Section 4.01(a) for such Distribution Date, calculated without regard to such proviso and assuming there are no Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal Balance for such Class.

  • 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.

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

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

  • 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).

  • Lot line adjustment means the relocation of the property boundary line in a

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

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

  • SOFR Adjustment means 0.10% (10 basis points).

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

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

  • ISDA Fallback Adjustment means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.