Seller Adjustment definition
Examples of Seller Adjustment in a sentence
If Seller fails to dispute the Closing Date Balance Sheet, including the computation of the Final Working Capital Deficit, during the Seller Review Period, Seller shall be deemed to have accepted the terms of the Closing Date Balance Sheet, including the Seller Adjustment Payment or the Purchaser Adjustment Payment thereunder, as determined by Purchaser.
The Parties agree that the allocation of the Purchase Price set forth in Schedule 2.1 among the assets of the Transferred Subsidiary and the Local Assets (net of the Local Liabilities) shall be adjusted to appropriately account for any Purchaser Adjustment Payment or Seller Adjustment Payment in a manner consistent with the allocation of the Purchase Price set forth in Schedule 2.1 taking into account the nature of the adjustments.
If, on or prior to such 30th day (or the Business Day immediately succeeding such 30th day, as applicable), a Seller shall make a Seller Adjustment Payment in respect of any such Ineligible Receivable, then the Company shall have no further remedy against such Seller in respect of the Ineligibility Event with respect to such Receivable.
Any Seller Adjustment Amount will be paid to Seller Parent by Purchaser Parent within three (3) days following the determination of the Net Asset Value at Closing by delivery of a check to Seller Parent in an amount equal to the lesser of (a) the amount of the Seller Adjustment Amount and (b) $3,000,000 (or such higher amount as Seller Parent and Purchaser Parent may mutually agree as provided above).
The Selected Auditor shall make a determination of the Final Working Capital Deficit and the Seller Adjustment Payment or the Purchaser Adjustment Payment thereunder, as applicable, within 60 days following the end of the Resolution Period.
In connection therewith, Seller Parent shall provide Purchaser Parent all information reasonably necessary for Purchaser Parent to evaluate Seller Parent’s proposal and Seller Parent and Purchaser Parent shall mutually agree upon any adjustment to the Seller Adjustment Amount, if any.
If the Purchaser Adjustment Amount is greater than the Seller Adjustment Amount, the Purchaser shall have no obligation to pay the Seller any such difference.
If the Seller Adjustment Amount is greater than the Purchaser Adjustment Amount and such difference is greater than five hundred thousand US dollars (USD 500,000), the Seller shall pay the Purchaser the amount of the difference in excess of five hundred thousand US dollars (USD 500,000).
Seller Adjustment Amounts shall be subtracted from the Aggregate Interest Amount in accordance with the terms of the Note Purchase Agreement.
If there is no Seller Final Amount with respect to such Credit Event Reference Obligation, the Seller Adjustment Amount shall be zero.Seller Adjustment Amounts shall be subtracted from the Aggregate Interest Amount in accordance with the terms of the Note Purchase Agreement.