Specific Adjustment definition

Specific Adjustment means $20,000,000.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Specific Adjustment. Limitations: _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________

Specific Adjustment means $20,000,000. “Specified Entity” has the meaning set forth on Schedule 7.24. “Specified Review Period” has the meaning set forth in Section 7.24(b). “Stand Up Costs” means (A) all reasonable, documented out-of-pocket fees, costs and expenses (other than Taxes except as specifically provided for in clause (B) of this definition) arising prior to the Closing and with respect to the Brazil Business, arising prior to the Deferred Brazil Closing (whether incurred by the Company, Trimble, AGCO or their respective Affiliates) (i) required to implement the Master Steps Plan (including reasonable, documented legal fees related thereto), or (ii) required as mutually agreed by Trimble and AGCO to stand up the Business as a standalone Business, and (B) all JCA Transfer Taxes and Carve-Out Transfer Taxes whether arising prior to or after the Closing; provided, that any (x) individual expense exceeding its corresponding line item in the Stand Up Budget by more than ten percent (10%) incurred by Trimble, AGCO or their respective Affiliates shall require the express prior written consent of AGCO or Trimble (not to be unreasonably withheld, delayed or conditioned) and (y) expenses in the aggregate exceeding the Stand Up Budget by more than ten percent (10%) in the aggregate shall require the express prior written consent of both AGCO and Trimble (not to be unreasonably withheld, delayed or conditioned); provided, further, that “Stand Up Costs” shall exclude fees, costs and expenses under the Transition Services Agreement and, for the avoidance of doubt, the costs set forth in Section 14 of Schedule 2.01 to the Transition Services Agreement. “Straddle Period” means any taxable period that begins on or before the Closing Date and ends after the Closing Date; provided, that, solely with respect to the Brazil Business, such taxable period shall begin on or before the Deferred Brazil Closing Date and end after the Deferred Brazil Closing Date. “Subsidiary” means, with respect to any Person, any corporation, entity or other organization whether incorporated or unincorporated, of which (i) such first Person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (ii) such first Person is the general partner or managing member. “Supply Agreement” means that certain GNSS / Guidance Supply Agreement to be en...

Examples of Specific Adjustment in a sentence

• On written request, the Partnership shall notify any Limited Partner that is a Qualifying Party of the then current Adjustment Factor or any change made to the Adjustment Factor or to the REIT Shares Amount, Preferred Return Per Unit or Specific Adjustment Factor applicable to such Limited Partner.

• Persons making such Capital Contributions and executing such Partner Schedules together with the General Partner shall be admitted to the Partnership as Additional Limited Partners, with such number of Partnership Units, Preferred Returns Per Unit, Specific Adjustment Factors and Specific Adjustment Limitations as may be set forth in such Partner Schedules.

• A true and complete list of the Specific Adjustment Amounts to be paid to capital creditors of any Group SPV shall be provided as part of the Adjustment Notice.

• Follow the guidelines in the document to calculate a Project Specific Adjustment Factor for each basin to be applied to the unit defect flow rates.

• Persons making such Capital Contributions and executing such Partner Schedules together with the General Partner shall be admitted to the Partnership as Additional Limited Partners, with such number of Partnership Units, Preferred Returns Per Unit, Specific Adjustment Factors and Specific Adjustment Limitations as are set forth in such Partner Schedules.