Upward Adjustment definition
Examples of Upward Adjustment in a sentence
Parent shall bear all Payroll Taxes with respect to (i) any Parent Severance Expenses made in connection with the transactions contemplated by this Agreement; and (ii) any payments with respect to the Upward Adjustment Amount and the release of the Escrow Account.
If Property Taxes and/or Excise Taxes for the current tax year have been assessed and paid as of the Closing Date, the ASSIGNEE will reimburse the ASSIGNOR for its proportionate share of these taxes, prorated as of the Effective Date, as an Upward Adjustment to the Purchase Price, as provided in Section 2.2.2.
Buyers shall pay or cause to be paid, by bank wire transfer of immediately available funds, to an account designated in writing by Sellers, an amount in cash equal to the Upward Adjustment Amount.
If Purchaser and Seller fail to agree to the Upward Adjustment, Seller may elect to have that portion of the Purchased Assets subject to such increase in value excluded from the Purchased Assets to be purchased by Purchaser.
For the avoidance of doubt, any reference to Upward Adjustment Amount in this paragraph shall be a reference to the Upward Adjustment Amount with respect to the Original Exchange.