Upward Adjustment Amount definition

Upward Adjustment Amount has the meaning set forth in Section 1.6(e).

Upward Adjustment Amount has the meaning set forth in Section 2.3(e).

Upward Adjustment Amount shall have the meaning specified in Section 2.2(b)(iv).

Examples of Upward Adjustment Amount in a sentence

• The Adjustment Statement so revised shall be deemed to set forth the final, conclusive and binding Final Working Capital, Final Closing Indebtedness, Final Transaction Expenses and Final Closing Cash, in each case, for purposes of this Agreement (including the determination of the Downward Adjustment Amount or Upward Adjustment Amount, as applicable).

• 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.

• 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.

• 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.

• In the event of an Upward Adjustment Amount, Purchaser shall, within five (5) Business Days after the Closing Date Inventory Statement becomes final in accordance with this Section 2.2, make payment to Seller to an account or accounts designated by Seller, by wire transfer of immediately available funds, of an amount equal to the Upward Adjustment Amount.

More Definitions of Upward Adjustment Amount

Upward Adjustment Amount shall exist to the extent (if any) of the positive difference between (w) the Final Exchange Value and (x) the Exchange Value originally calculated and used for such Exchange (the “Original Exchange Value”); and a “Downward Adjustment Amount” shall exist to the extent (if any) of the positive difference between (y) the Original Exchange Value and (z) the Final Exchange Value.

Upward Adjustment Amount is defined in Section 1.4(f) of this Agreement.

Upward Adjustment Amount means the amount by which the Final Consideration exceeds the Estimated Consideration.

Upward Adjustment Amount has the meaning set forth in SECTION 2.3(e).

Upward Adjustment Amount means an amount equal to the sum of (a) the amount of any decrease of the aggregate amount of regulatory liabilities for excess federal accumulated deferred income Taxes resulting from the Tax Cut and Jobs Act of 2017 plus (b) the amount of any increase of the aggregate amount of regulatory assets for state accumulated deferred income Taxes resulting from the change in the Qualified New York Manufacturing Exemption, in the case of clauses (a) and (b), arising solely as a result of an action or determination by a Governmental Authority between the date hereof and the Closing Date in connection with the resolution of the ongoing Tax proceeding involving the Company or the regulatory approval of the transactions contemplated herein.

Upward Adjustment Amount has the meaning set forth in Section 2.4(d).

Upward Adjustment Amount means an amount equivalent to the lesser of (a) the Scheduled Holding Amount less the Actual Holding Amount, and (b) the amount then standing to the credit of Custody Account XVI at such time;