Negative Adjustment Sample Clauses

Negative Adjustment. If the Closing Net Purchase Price exceeds the Final Net Purchase Price as finally determined in accordance with this Section 2.6 (such excess amount, the “Negative Adjustment Amount”), then the Sellers’ Representative shall promptly (but in any event within five (5) Business Days following the final determination of the Final Net Purchase Price) pay an amount equal to such insufficiency to the Buyer (i) from the Working Capital Escrow Fund; and (ii) to the extent the amount of the Negative Adjustment Amount exceeds the amount available in the Working Capital Escrow Fund, from the Indemnification Escrow Fund or from Sellers, at the discretion of Buyer; in accordance with the Escrow Agreement.
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Negative Adjustment. If the Final Common Purchase Price is less than the Estimated Common Purchase Price estimated at Closing (such amount that is less than the Estimated Common Purchase Price shall be referred to as the "Deficiency") and the Deficiency is less than or equal to the amount of funds deposited in the Purchase Price True-Up Holdback, the Seller Representative, on behalf of the Sellers, and Buyer shall direct the Escrow Agent to pay to Buyer the amount of the Deficiency from the funds deposited and remaining in the Purchase Price True-Up Holdback and direct that the balance of the Purchase Price True-Up Holdback (if any) be paid to the Sellers in accordance with their Holdback Share.
Sample 1
Negative Adjustment. If the dif- xxxxxxx is negative (that is, the holder pays less than the adjusted issue price of the original debt instrument), then, with respect to the issuer but not the holder, the difference reduces the ag- gregate adjusted issue prices of all of the debt instruments in the issue, both original and additional.
Sample 1
Negative Adjustment. If the Closing Net Purchase Price exceeds the Final Net Purchase Price (such excess amount, the “Negative Adjustment Amount”), then the Seller and/or the Shareholder shall promptly (but in any event within five Business Days following the final determination of the Final Net Purchase Price) pay an amount equal to such insufficiency to the Buyer.
Sample 1
Negative Adjustment. (i) If the AGZ Share Price Adjustment and the FA Share Price Adjustment are negative amounts (i.e., the Estimated AGZ Share Price and the Estimated FA Share Price are greater than the AGZ Share Price and FA Share Price, respectively), the Sellers shall pay to the Purchaser an amount per AGZ Share and FA Share equal to the following:
Sample 1
Negative Adjustment. To the extent that the Net Working Capital derived from the Closing Date Balance Sheet is less than the Net Working Capital derived from the Preliminary Balance Sheet (the "Preliminary Net Working Capital"), then the Seller shall pay to the Purchaser the amount by which the Net Working Capital is less than the Preliminary Net Working Capital by wire transfer of immediately available funds to an account designated by the Purchaser or by certified check within ten (10) days of the Balance Sheet Delivery Date (as defined below).
Sample 1
Negative Adjustment. If the Post-Closing Adjustment Amount is ------------------- negative, then the Unadjusted Purchase Price shall be adjusted upward dollar- for-dollar by the Post-Closing Adjustment, and Buyer shall pay the lesser of (x) such Post-Closing Adjustment Amount and (y) $200,000, to Seller in immediately available funds within three (3) days following final determination of such amount as described in Section 1.3(b) (i).
Sample 1
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Negative Adjustment. The Negative Adjustment shall be the sum of the following:
Sample 1
Negative Adjustment. Subject to Section 2.11(d) below, if there is a negative Adjustment Amount, then within three Business Days following the date that the Final Closing Date Balance Sheet and the Final Closing Date Closing Amounts are finally determined, the Parent shall prepare an amendment to the Notes reflecting a decrease of the principal amount outstanding under the Notes by the Adjustment Amount. The amount of such reduction applied to each individual Note shall be calculated in the same manner as the calculation in Section 2.9(e)(iii) above. Parent shall provide such amendments to the applicable Note Representative or the Escrow Agent, as applicable, to append to such Notes. The Note Payment Rights to which each of the Accredited Option Holders, Accredited Stockholders and Warrant Holders, as the case may be, is entitled shall be reduced by the same proportionate reduction of the applicable Note.
Sample 1

Related to Negative Adjustment

  • CPI Adjustment In this Contract*, “CPI-Adjusted*” in reference to an amount means that amount is adjusted under the following formula: N = C × (1+ CPIn − CPIc ) CPIc where: ”N” is the new amount being calculated; and “C” is the current amount being adjusted; and

  • Fee Adjustment Fees as provided in this Agreement to be charged to residents of Joplin and the City pursuant to this Agreement may be adjusted based upon the AARC's change in costs subsequent to the previous adjustment. Any individual fee increases will be adjusted only to the extent of an increase in the Consumer Price Index (Kansas City-All Urban Consumers), utilizing the most recently available 12 month period index from the previous year . If a fee increase request is in excess of the Consumer Price Index the city may request to review data on actual costs of each service if needed to document cost increases. In the event an adjustment to documented cost is warranted, AARC shall provide written notice thereof with supporting documentation, by no later than May 1 of each year. All increases shall be subject to annual appropriation by the Joplin City Council. City shall have thirty (30) days to review and request additional supporting documentation. In the event the parties are unable to agree to the cost adjustment, either party shall be entitled to terminate this Agreement as provided herein.

  • Fee Adjustments The fixed fees and other fees expressed as stated dollar amounts in this Schedule C and in this Agreement are subject to annual increases, commencing on the one-year anniversary date of the date of this Agreement, in an amount equal to the percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled “All Services Less Rent of Shelter,” or a similar index should such index no longer be published, since such one-year anniversary or since the date of the last fee increase, as applicable. SCHEDULE D SPECIAL DISTRIBUTION SERVICES AND FEES Services Fees

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • Pricing Adjustments a. In the event an adjustment is made to the computation of the net asset value of Fund shares as reported to Insurance Company under paragraph 7, (1) the correction will be handled in a manner consistent with SEC guidelines and the Investment Company Act of 1940, as amended and (2) the Funds or Transfer Agent shall notify Insurance Company as soon as practicable after discovering the need for any such adjustment. Notification may be made in the following manner: Method of Communication

  • Market Adjustments 22. Neither this Article nor any other in this Collective Agreement prevents the Employer from using other funds to increase a Member’s salary in response to offers received from other employers or to accommodate other market forces.

  • Cost Adjustments Both parties agree that contracted prices shall be fixed for the first 12 months of this Contract. Contractor must submit to District any proposed cost adjustments at least 60 days before the proposed effective date of such increases with a detailed explanation for each adjustment. District alone reserves the right to reject any changes to this Contract it deems unacceptable.

  • Successive Adjustments After an adjustment to the Conversion Rate under this Article 10, any subsequent event requiring an adjustment under this Article 10 shall cause an adjustment to the Conversion Rate as so adjusted.

  • Capital Adjustments (a) The existence of the Option shall not affect in any way the right or power of the Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Corporation's capital structure or the Corporation’s business, or any merger or consolidation of the Corporation or any issue of bonds, debentures, preferred stock having a preference to or affecting the Corporation’s capital stock or the rights thereof, or the issuance of any securities convertible into any such capital stock or of any rights, options, or warrants to purchase any such capital stock, or the dissolution or liquidation of the Corporation, any sale or transfer of all or any part of the Corporation’s assets or business, or any other act or proceeding of the Corporation, whether of a similar character or otherwise.

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Operating Expense Limit.

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