Adjustment Amount Clause Samples

Adjustment Amount. Without duplication, all amounts owed pursuant to Sections 1.04(b)(i) and (ii) shall be aggregated, and the net amount (if any) owed by Buyer to Seller, on the one hand, or by Seller to Buyer, on the other hand, is referred to as the “Adjustment Amount”; it being understood and agreed that if the net effect pursuant to this Section 1.04(c) is an increase in the Closing Date Purchase Price, then Buyer shall make a cash payment to Seller of the Adjustment Amount, and if the net effect pursuant to this Section 1.04(c) is a decrease in the Closing Date Purchase Price, then Seller and Buyer shall jointly instruct the Escrow Agent to pay to Buyer from the Indemnification Escrow Amount and the Transaction Incentive Plan Indemnity Amount in the Escrow Fund (in accordance with the Escrow Agreement) an aggregate amount equal to the Adjustment Amount; provided, however that to the extent the Indemnification Escrow Amount and the Transaction Incentive Plan Indemnity Amount are together insufficient to pay the full Adjustment Amount, then an amount equal to the excess of the Adjustment Amount over the amount paid to Buyer from the Indemnification Escrow Amount and the Transaction Incentive Plan Indemnity Amount shall be paid by Seller by wire transfer of immediately available funds. The Adjustment Amount shall be calculated as an adjustment to the Aggregate Consideration. Payment of the Adjustment Amount shall be effected by wire transfer of immediately available funds to an account designated by the recipient Party within five Business Days after the Final Determination Date.

Adjustment Amount. The “Adjustment Amount,” which may be positive or negative, shall be equal to (x) the Final Net Working Capital Adjustment Amount minus (y) the Estimated Net Working Capital Adjustment Amount. (i) If the Adjustment Amount is a positive number, then (A) Parent and Buyer shall promptly pay, or cause to be paid, to Seller an amount equal to the Adjustment Amount and (B) Parent and Seller shall promptly issue joint written instructions to the Escrow Agent to cause the Escrow Agent to pay the Working Capital Adjustment Escrow Amount, and any proceeds, income and reinvestments thereon (collectively, net of any amounts released from the Escrow Account established to hold the Working Capital Adjustment Escrow Amount, the “Working Capital Adjustment Escrow Funds”) to an account designated by Seller. (ii) If the Adjustment Amount is a negative number, then Parent and Seller shall promptly issue joint written instructions to the Escrow Agent to cause the Escrow Agent to pay from the Working Capital Adjustment Escrow Funds to an account designated by Parent an amount equal to the absolute value of the Adjustment Amount. If the absolute value of the Adjustment Amount is greater than the Working Capital Adjustment Escrow Funds (the amount of such excess, the “Excess Working Capital Adjustment Amount”), then Parent shall have the option, in its sole discretion, to (A) require, pursuant to a written notice delivered to the Escrow Agent and Seller, that the Excess Working Capital Adjustment Amount be released and paid, subject to the terms and conditions of the Escrow Agreement, by the Escrow Agent from the Indemnification Escrow Amount and any proceeds, income and reinvestments thereon (collectively, net of any amounts released from the Escrow Account established to hold the Indemnification Escrow Amount, the “Indemnification Escrow Funds”) (in which case any payment so made shall reduce the Indemnification Escrow Funds by a corresponding amount) or (B) require, pursuant to written notice delivered to Seller, that Seller promptly pay to an account designated by Parent the Excess Working Capital Adjustment Amount. If the absolute value of the Adjustment Amount is less than the Working Capital Adjustment Escrow Funds, then Parent and Seller shall promptly issue joint written instructions to the Escrow Agent to cause the Escrow Agent to pay the remainder of the Working Capital Adjustment Escrow Funds to an account designated by Seller.

Adjustment Amount. As provided in Section 2.7(b), the amount by which Buyer's account is to be credited or charged, as reflected on the Adjustment List.

Adjustment Amount. (a) Schedule 2.16 sets forth a sample calculation of the Adjustment Amount and the Target Adjustment Amount as of the Balance Sheet Date (the “Sample Closing Statement”), including the asset, liability and other line items and accounting principles used in such calculation, and assuming that all of such asset and liability line items that constitute Mallinckrodt Assets or Mallinckrodt Liabilities under this Agreement will be transferred to Mallinckrodt as of the Distribution. (b) Within sixty (60) days after the Distribution Date, Mallinckrodt shall cause to be prepared and delivered to Covidien a statement (the “Closing Statement”) setting forth (i) the Adjustment Amount and the calculation of the Adjustment Amount and (ii) the Target Adjustment Amount and the calculation of the Target Adjustment Amount. The Closing Statement shall be prepared in accordance with the Transaction Accounting Principles, including the use of the same line items and line item entries, set forth on and used in the preparation of the Sample Closing Statement; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement which cannot be appropriately placed in line items previously used by Mallinckrodt, but that constitute Mallinckrodt Assets or Mallinckrodt Liabilities, will also be included to the extent consistent with the Transaction Accounting Principles. (c) Within thirty (30) days following receipt by Covidien of the Closing Statement, Covidien shall deliver written notice to Mallinckrodt of any dispute Covidien has with respect to the preparation or content of the Closing Statement (the “Dispute Notice”); provided, however, that if Covidien does not deliver any Dispute Notice to Mallinckrodt within such thirty (30)-day period, the Closing Statement will be final, conclusive and binding on the Parties. Any Dispute Notice shall (i) set forth in reasonable detail the basis for any dispute included therein, the amounts involved and Covidien’s determination of the Adjustment Amount and/or the Target Adjustment Amount (as applicable) and (ii) include only disagreements based on the Adjustment Amount and/or the Target Adjustment Amount (as applicable) not being calculated properly in accordance with this Agreement or containing mathematical errors. Upon receipt by Mallinckrodt of a Dispute Notice, Mallinckrodt and Covidien shall negotiate in good faith to resolve any dispute set forth therein. If Mallinckrodt and ...

Adjustment Amount. (a) For purposes of this Agreement:

Adjustment Amount. The Adjustment Amount (which may be a positive or negative number) will be equal to (a) the consolidated stockholders' equity of the Acquired Companies as of the Closing Date determined in accordance with GAAP, minus (b) $ .

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 75 calendar days thereof, Buyer shall prepare and deliver to Seller (i) an unaudited consolidated balance sheet of the Company and its Subsidiaries (the “Closing Balance Sheet”), (ii) a calculation of Net Working Capital (“Closing Date Net Working Capital”), (iii) a calculation of the aggregate amount of all Funded Debt of the Company Group (“Closing Date Funded Debt”), (iv) a calculation of Cash of the Company Group (“Closing Date Cash”) and (v) a calculation of Transaction Expenses (the “Closing Date Transaction Expenses”), in each case, calculated as of the close of business on the Business Day immediately prior to the Closing Date consistent (except as provided in this Section 2.4(a) or the definitions of the defined terms used in this Section 2.4(a)) with the Closing Balance Sheet. The Closing Balance Sheet shall be prepared in accordance with GAAP, consistently applied without modification of the accounting principles used in the preparation thereof throughout the periods presented, except to the extent modified by the illustrative calculation of Net Working Capital and the notes thereto set forth on Schedule 2.4(a) (the “Sample Working Capital Statement”), with the further understanding that (I) the Closing Balance Sheet shall reflect no changes in reserves (regardless of whether any such reserve is recorded as an offset to a Current Asset’s carrying value or is included as an accrued liability in the Closing Balance Sheet) from amounts contained in the Balance Sheet, other than changes therein attributable to changes in facts and circumstances occurring after the date of the Balance Sheet, (II) except as set forth in the following clause (III), the Closing Balance Sheet shall not give effect to the consummation of the transactions contemplated by this Agreement, including any incurrence by Buyer or its Affiliates (including, after the Closing, the Company Group) of Funded Debt or other financing transactions in connection therewith, payments of cash in respect of the Purchase Price or, after the Closing, any other action or omission by Buyer or the Company Group that is not in the ordinary course of business consistent with past practice, (III) the Closing Balance Sheet shall not reflect any expense for which Buyer is responsible under this Agreement, and (IV) the treatment of leases as capital leases or operating leases shall be identical to their treatment i...

Adjustment Amount. In the event of any change in the [***] from the [***] determined as of the immediately preceding Benchmark Date, each Monthly Recurring Charge shall be modified in an amount equal to [***]; provided, however, that although there shall [***] adjustment under this provision, any [***] adjustment that [***] applied will be used to [***] any [***] adjustments until such time as the [***] of such [***] adjustments have been [***] (i.e. if there is an [***] will be used to [***] has been [***]). In addition to the foregoing, there shall be [***] adjustment under this Section 2.1.5(b) as a result of a change in the [***] during the period commencing on August 4, 2010 and ending on the In Service Date unless the such change is [***] of the [***] as of August 4, 2010 and only by an amount equal to [***] of the adjustment that [***] apply under this Section 2.1.5(b).

Adjustment Amount. The insured’s net monthly benefit will be increased by three (3%) percent. Each adjustment will be added to the insured’s net monthly benefit and will be paid monthly.