SpinCo Adjustment Amount definition

SpinCo Adjustment Amount means, whether positive or negative, an amount equal to (i) Final SpinCo Closing Cash minus (ii) Final SpinCo Closing Indebtedness minus (iii) Final Excess Factored Customer Receivables, if any.
Sample 1Sample 2Sample 3
SpinCo Adjustment Amount means the amount equal to the sum of: (i) plus the Spinco Closing Net Working Capital; (ii) minus the Spinco Target Net Working Capital; (iii) plus the Spinco Closing Cash Amount; (iv) minus Spinco Minimum Cash Amount; (v) plus the amount of the Remainco Pre-Closing Commitment Fees; and (vi) minus the amount of the Spinco Closing Indebtedness Amount. “Spinco Adjustment Amount Decrease” shall have the meaning set forth in Section 2.6(j)(i). “Spinco Adjustment Amount Increase” shall have the meaning set forth in Section 2.6(j)(i). “Spinco Adjustment Consultation Period” shall have the meaning set forth in Section 2.6(e). “Spinco Adjustment Report” shall have the meaning set forth in Section 2.6(g).
Sample 1
SpinCo Adjustment Amount means the amount (which may be a positive or negative number) equal to the sum of: (i) the Spinco Closing Net Working Capital; (ii) minus the Spinco Target Net Working Capital; (iii) plus the Spinco Closing Cash Amount; (iv) minus Spinco Minimum Cash Amount; (v) minus the amount of the Spinco Closing Indebtedness Amount. “Spinco Adjustment Consultation Period” shall have the meaning set forth in Section 2.3(e). “Spinco Adjustment Dispute Notice” shall have the meaning set forth in Section 2.3(d). “Spinco Adjustment Report” shall have the meaning set forth in Section 2.3(g). “Spinco Adjustment Review Period” shall have the meaning set forth in Section 2.3(c). “Spinco Asset Transferee” means any Entity that is or shall be a member of the Spinco Group to which Spinco Assets shall be or have been transferred, directly or indirectly, at or prior to the Equity Sale Closing Time by an Asset Transferor to consummate Contemplated Transactions. “Spinco Assets” means all right, title and interest of the members of the Remainco Group to and under the following Assets of the Asset Transferors as of immediately prior to the Equity Sale Closing Time, excluding, in each case, the Remainco Retained Assets: (i) (A) any Contract to which any member of the Remainco Group is a party that is primarily related to or primarily used in the Spinco Business or set forth on Schedule 1.1(i) (collectively, the “Spinco Contracts”), including the real
Sample 1

More Definitions of SpinCo Adjustment Amount

SpinCo Adjustment Amount means the amount (which may be a positive or negative number) equal to the sum of:
Sample 1
SpinCo Adjustment Amount means, whether positive or negative, an amount equal to (i) SpinCo Closing Cash (as finally determined in accordance with the provisions above) minus (ii) SpinCo Closing Indebtedness Cash (as finally determined in accordance with the provisions above) minus (iii) Excess Factored Customer Receivables (as finally determined in accordance with the provisions above), if any.
Sample 1

Related to SpinCo Adjustment Amount

  • 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;

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

  • 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.

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

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

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

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

  • Buy In Adjustment Amount shall have the meaning specified in Section 6.

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

  • Substitution Adjustment Amount As defined in Section 2.03.

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

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

  • Maximum Settlement Amount means the maximum amount the Company may be required to pay pursuant to this Settlement, which is the sum of Three Hundred Thousand Dollars ($300,000), excluding any of the Company’s employer-side share of FICA, FUTA, and other similar, mandatory employer-side payroll taxes. In no event shall the Maximum Settlement Amount exceed the foregoing sum.

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

  • 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.

  • 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).

  • Tax Limitation Amount means the maximum amount which may be placed as the Appraised Value on the Applicant’s Qualified Property for maintenance and operations tax assessment in each Tax Year of the Tax Limitation Period of this Agreement pursuant to Section 313.054 of the TEXAS TAX CODE.

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

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”

  • SOFR Adjustment Date means the second U.S. Government Securities Business Day before the first day of such Interest Period.

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Spread Adjustment means 100 basis points.

  • Interest Adjustment Date With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.

  • 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.

  • 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.

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.