Adjustment Amounts Sample Clauses

Adjustment Amounts. The Seller Contribution Adjustment and the Company Contribution Adjustment, if any, shall be calculated as an adjustment on the Determination Date to the amounts contributed to the Company by the Seller and the amounts received by Seller from the Company pursuant to the Contribution. The Seller Contribution Adjustment and the Company Contribution Adjustment, if any, shall bear simple interest at a rate of 12% per annum measured from the Closing Date to the date of such payment. Amounts owing by Seller, if any, pursuant to this Section 2.10 shall be paid by Seller by delivery of immediately available funds to an account designated by the Company within ten (10) Business Days after the Determination Date. Amounts owing by the Company, if any, pursuant to this Section 2.10 shall be paid by the Company by delivery of immediately available funds to an account designated by Seller within ten (10) Business Days after the Determination Date.

Adjustment Amounts. 3.5.1.1 The Closing Approved Raw Material Inventory Amount minus the Initial Approved Raw Material Inventory Amount shall be the "Approved Raw Material Inventory Adjustment Amount." 3.5.1.2 The Closing Unapproved Raw Material Inventory Amount minus the Initial Unapproved Raw Material Inventory Amount shall be the "Unapproved Raw Material Inventory Adjustment Amount." 3.5.1.3 The Closing Approved WIP and Finished Goods Inventory Amount minus the Initial Approved WIP Inventory and Finished Goods Amount shall be the "Approved WIP Inventory and Finished Goods Adjustment Amount." 3.5.1.4 The Closing Unapproved WIP and Finished Goods Inventory Amount minus the Initial Unapproved WIP and Finished Goods Inventory Amount shall be the "Unapproved WIP and Finished Goods Inventory Adjustment Amount." 3.5.1.5 The Closing Receivables Amount minus the Initial Receivables Amount shall be the "Receivables Adjustment Amount," and, together with the Approved Raw Material Inventory Adjustment Amount, the Unapproved Raw Material Inventory Adjustment Amount, the Approved WIP and Finished Goods Inventory Adjustment Amount and the Unapproved WIP and Finished Goods Inventory Adjustment Amount, shall be, collectively, the "Adjustment Amounts."

Adjustment Amounts. Indemnifying Sellers shall not be obligated to pay any indemnification obligation pursuant to this Article 8 in respect of any Loss to the extent such Loss is reflected in or accounted for in the determination of the Ronco Adjustment Amount, the Popeil Inc. Adjustment Amount and/or the RP Adjustment Amount, calculated in accordance with Section 1.6.

Adjustment Amounts. The “Corp Adjustment Amount” equals 50% of the net increase to, or net decrease from, the GLGTCO Working Capital between the Balance Sheet Date and the Effective Date. The “LP Adjustment Amount” equals 50% of the net increase to, or net decrease from, the GLGTLP Working Capital between the Balance Sheet Date and the Effective Date. For purposes of clarity, an increase in GLGTCO Working Capital or GLGTLP Working Capital shall be represented by a positive number and a decrease in GLGTCO Working Capital or GLGTLP Working Capital shall be represented by a negative number.

Adjustment Amounts. Following Closing, the Initial Consideration shall be adjusted as follows. If, with respect to any Sub-Group of Companies: (a) the Final Working Capital Amount is greater than the Agreed Working Capital Amount by an amount exceeding thirty thousand euros (€ 30,000), then the Purchaser shall pay to the Seller an amount equal to the difference between the Final Working Capital Amount and the Agreed Working Capital Amount; (b) the Final Working Capital Amount is less than the Agreed Working Capital Amount by an amount exceeding thirty thousand euros (€ 30,000), then the Seller shall pay to the Purchaser an amount equal to the difference between the Agreed Working Capital Amount and the Final Working Capital Amount; (c) the Final Cash/Debt Amount is greater than the Estimated Cash/Debt Amount by an amount exceeding thirty thousand euros (€ 30,000), then the Purchaser shall pay to the Seller an amount equal to the difference between the Final Cash/Debt Amount and the Estimated Cash/Debt Amount; (d) the Final Cash/Debt Amount is less than the Estimated Cash/Debt Amount by an amount exceeding thirty thousand euros (€ 30,000), then the Seller shall pay to the Purchaser an amount equal to the difference between the Estimated Cash/Debt Amount and the Final Cash/Debt Amount;. Each of the computation, threshold, payments referred to in this Section 4.2 above shall be made on a combined basis for the Allibert Group Companies and the Raaco Group Companies and the related working capital and cash/debt adjustments netted-off against each other . Within five Business Days of the agreement on, or determination of, the Closing Balance Sheets and the Closing Statement in accordance with this Section 4, as the case may be: (a) the Seller shall pay the net balance of the adjustments to the Purchaser and/or (b) the Purchaser shall pay the net balance of the adjustments to the Seller Any payment under this Section 4.2 shall constitute an adjustment to the Initial Consideration for the Shares of MIF and such amount shall be referred to as an “Adjustment Amount” for all purposes of this Agreement.

Adjustment Amounts. The Estimated Purchase Price minus the Seller Adjustment, if any, plus the Buyer Adjustment, if any, shall equal the "Purchase Price." The Seller Adjustment, if any, and the Buyer Adjustment, if any, shall bear simple interest at a rate equal to daily average one month LIBOR plus one percent (1%) per annum measured from the Closing Date to the date of such payment. Amounts owing by Seller, if any, pursuant to this Section 2.5 shall be paid by Seller by delivery of immediately available funds to an account designated by Buyer within five (5) Business Days after the Determination Date. Amounts owing by Buyer, if any, pursuant to this Section 2.5 shall be paid by Buyer by delivery of immediately available funds to an account designated by Seller within five (5) Business Days after the Determination Date.

Adjustment Amounts. (a) The calculation of the Adjustment Amount shall be made (i) in accordance with the terms of this Agreement, (ii) to the extent not addressed in clause (i), in accordance with the accounting principles, practices, procedures and methodologies applied in the preparation of the Company Group Financial Statements, (iii) to the extent not addressed in clause (i) and not inconsistent with this Agreement and otherwise applicable, in accordance with GAAP, as consistently applied by the Company Group to the extent consistent with GAAP prior to Closing, and ▇▇▇▇▇ (provided, however, in the event of any conflict between GAAP and ▇▇▇▇▇, GAAP shall control) and (iv) without duplication (the “Accounting Principles”). (b) When available, but no event more than three (3) days prior to Closing, actual figures will be used for the adjustments to the Base Price at Closing. To the extent actual figures are unavailable at Closing, ▇▇▇▇▇▇’s good faith estimates will be used at Closing subject to final adjustments in accordance with the terms hereof. The Base Price shall be increased or decreased, as follows (the resulting net adjustment, the “Adjustment Amount”): (i) increased by the aggregate amount, if any, of all Cash and Cash Equivalent capital contributions made after the Effective Time until immediately prior to Closing by Seller to any Company Group Member; (ii) decreased by the aggregate amount of any Leakage; (iii) increased by the aggregate amount of any Effective Time Cash; (iv) decreased by the absolute value of any Working Capital Shortfall; (v) increased by the absolute value of any Working Capital Surplus; (vi) increased by an amount equal to the ▇▇▇▇▇ Charges; (vii) increased by the amount of interest payments made by a Company Group Member in connection with the Seller ABS from and after the Effective Time; (viii) increased by the amount of the ABS Break Fee paid by BKV Corporation or Purchaser pursuant to Section 2.2(c); (ix) increased by the Novation Amount paid or payable by Seller, if applicable; (x) decreased by the Defect Adjustment Amount, if applicable; (xi) if applicable, (A) increased by the aggregate amount of (i) Cash and Cash Equivalents actually received by a Company Group Member (and not distributed to Seller or its Affiliates (other than the Company Group Members)) during any period from and after the Effective Time to the extent attributable to or earned from any Excluded Assets and (ii) net revenue received by the Company Group from the set...

Adjustment Amounts. Three-Month Average BLS Consumer Price Index Cost-of-Living Allowance 732.9 or less $.00 per hour 733.0 – 733.2 .01 per hour 733.3 – 733.4 .02 per hour 733.5 – 733.7 .03 per hour 733.8 – 733.9 .04 per hour 734.0 – 734.2 .05 per hour 734.3 – 734.5 .06 per hour 734.6 – 734.7 .07 per hour 734.8 – 735.0 .08 per hour 735.1 – 735.2 .09 per hour 735.3 – 735.5 .10 per hour 735.6 – 735.8 .11 per hour 735.9 – 736.0 .12 per hour

Adjustment Amounts. The Adjustment Amount (which may be a positive number only if Buyer elects to retain additional equipment added to the asset list of the Company provided with the Disclosure Letter or a negative number) will be equal to the difference, if any, in the value of the assets from the date of this Agreement up to the Closing date.