Specific Adjustment definition

Specific Adjustment means $20,000,000.
Sample 1Sample 2Sample 3
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...
Sample 1
Specific Adjustment. Limitations: _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________
Sample 1

Examples of Specific Adjustment in a sentence

  • Second Automatic Early Exercise Date Specific Adjustment: Applicable.

  • First Automatic Early Exercise Date Specific Adjustment: Not Applicable.

  • Second Automatic Early Exercise Date Specific Adjustment: Not Applicable.

  • Date Specific Adjustment": − Relevant Automatic Early Exercise Determination Date: The Latest Reference Date in respect of the Applicable Date corresponding to such Scheduled Automatic Early Exercise Date.

  • Automatic Early Exercise Date Specific Adjustment": − Relevant Automatic Early Exercise Determination Date: The Latest Reference Date in respect of the Applicable Date corresponding to such Scheduled Automatic Early Exercise Date.

  • The six iterations (trios) of the Adjustment Reason Code related to the Specific Adjustment Group Code must be exhausted before repeating a second iteration of the CAS using the same Adjustment Group Code.

  • In order to allow for integration of chemical-specific data, IPCS subsequently published guidance on subdividing the default factors to derive Chemical Specific Adjustment Factors (CSAF).

  • Second Automatic Early Redemption Date Specific Adjustment: Automatic Early Redemption Specified Day(s) for the purposes of "Second Automatic Early Redemption Date Specific Adjustment": - Relevant Automatic Early Redemption Determination Date:Not Applicable.

  • Second Maturity Date Specific Adjustment: Specified Day(s) for the purposes of "Second Maturity Date Specific Adjustment":- Maturity Date Business Day Convention for the purposes of "Second Maturity Date Specific Adjustment":Applicable.

  • First Automatic Ea rly Exercise Date Specific Adjustment: Not Applicable.

Related to Specific Adjustment

  • 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.

  • True-Up Adjustment means any Semi-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.

  • Cost of Living Adjustment means the percentage (if any) by which the Consumer Price Index for the month of October preceding the adjustment ex- ceeds the Consumer Price Index for the month of October one year before the month of October preceding date of the adjustment.

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

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

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

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

  • Informal adjustment means an agreement reached among the parties, with consultation, but not the consent, of the victim of the crime or other persons specified in KRS 610.070 if the victim chooses not to or is unable to participate, after a petition has been filed, which is approved by the court, that the best interest of the child would be served without formal adjudication and disposition;

  • 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.

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

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Credit Adjustment shall have the meaning specified in Section 3.02.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).

  • Contract Term Adjustment means adjustment only as provided for in the three circumstances described in this Subsection. Under these circumstances, the contract term shall be adjusted in writing to include additional calendar days in one or more Normal Operating Seasons equal to the actual time lost, except as limited by paragraph (b) in this Subsection. To qualify for such adjustment, Purchaser shall give written notice of the lost time not later than 30 days after end of Normal Operating Season in which time was lost and at least 10 days before Termination Date. Contracting Officer shall make prompt written acknowledgment of such notice, indicating concurrence with the number of days in the notice or the number of days Forest Service considers as qualifying for the adjustment. Lost portions of days shall be disregarded in computing time lost. The three circumstances qualifying for a Contract Term Adjustment are:

  • Adjustment means each form of adjustment to consideration provided for in this clause.The parties acknowledge that the consideration under this Contract is inclusive of GST, where GST is calculated using the GST rate at the time of forming this Contract.The Contractor shall provide the Recipient with a Tax Invoice and/or adjustment notes in relation to the supply prior to an amount being paid by the Recipient under this Contract, and shall do all things reasonably necessary to assist the Recipient to enable it to claim and obtain any Input Tax Credit available to it in respect of a Supply.Where the GST rate is changed after the date of formation of this Contract the consideration under this Contract will be increased or decreased so that the consideration remains inclusive of GST, with GST calculated using the new GST Rate from the date of the change of the GST Rate that applies at the date of formation of this Contract. PrivacyFor the purposes of this Clause unless the context otherwise requires:

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

  • 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;

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

  • 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.

  • Adjustments are all discounts, allowances, returns, disputes, counterclaims, offsets, defenses, rights of recoupment, rights of return, warranty claims, or short payments, asserted by or on behalf of any Account Debtor for any Financed Receivable.

  • Term SOFR Adjustment means a percentage equal to 0.10% per annum.

  • 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.

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

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