Closing Adjustment Surplus definition

Closing Adjustment Surplus shall have the meaning set forth in Section 1.6(f)(iii).
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Closing Adjustment Surplus has the meaning set forth in Section 2.11(g)(iv).
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Examples of Closing Adjustment Surplus in a sentence

  • If the amount of the Estimated Closing Adjustment exceeds the Final Closing Adjustment, the Buyer shall deliver to the Paying Agent an amount in immediately available funds equal to the amount of such surplus (the “ Closing Adjustment Surplus”) and such Closing Adjustment Surplus shall be distributed by the Paying Agent to the Equity Holders.

  • The Purchaser Indemnified Persons shall have no right to set off against any Closing Adjustment Surplus Amount or other amount payable to the Sellers (or their Affiliates) under this Agreement or any other Transaction Document in satisfaction of any indemnity rights that the Purchaser Indemnified Persons may have under this Agreement.

  • The percentage of the Closing Adjustment Surplus, if any, to be distributed to each Seller shall be such Seller’s respective pro rata allocation set forth on Schedule I.

  • Any fractional Closing Adjustment Surplus Shares resulting from the calculations contemplated by this Section 8.11(b)(v)(B) shall be rounded down to the nearest whole number of Acquiror Shares on a Securityholder-by-Securityholder basis.

  • If the amount of the Estimated Closing Adjustment exceeds the Final Closing Adjustment (the “ Closing Adjustment Surplus”), theBuyer shall deliver 95% of such Closing Adjustment Surplus to the Sellers and 5% of such Closing Adjustment Surplus to the Escrow Agent to be held in escrow as additional Indemnification Escrow Amount pursuant to the Escrow Agreement.

  • The percentage of the Closing Adjustment Surplus, if any, to be distributed to each Equity Holder is set forth opposite such Equity Holder’s name on Schedule I.

  • Concurrently with the delivery of the Closing Adjustment Surplus and the Closing Net US Assets Proceeds Surplus to the Paying Agent pursuant to Section 1.11, the Buyer shall authorize and instruct the Paying Agent in writing to distribute such amounts in accordance with Section 1.11(g) (iii) and Section 1.11(j)(iii) of this Agreement.

  • Prior to the Closing, the Parent, Buyer and the Company shall appoint the Paying Agent to effect the payment of the Purchase Price and, if and when payable in accordance with the terms of this Agreement, the Closing Adjustment Surplus and the Closing Net US Assets Proceeds Surplus.

Related to Closing Adjustment Surplus

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

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

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

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

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

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

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

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • 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.

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

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Billing Adjustment Credit To provide Customer the benefit of the rates and discounts in the Amendment as of the Effective Date and until such rates and discounts are implemented, the Company shall provide Customer with a one-time billing adjustment credit equal to $50,378.70, plus applicable taxes and surcharges. This credit shall compensate Customer for the difference between the Tariff/Guide/list rates invoiced during the 1st full billing cycle following Customer's signature date above and the rates and discounts in this Agreement.

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

  • Closing Statement has the meaning set forth in Section 2.5(a).

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Adjustment Escrow Amount means $1,000,000.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Final Settlement Statement has the meaning set forth in Section 2.6(b).

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

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

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

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

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.

  • 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.