Adjustment Calculation definition
Adjustment Calculation has the meaning set forth in Section 1.3 of this Agreement.
Adjustment Calculation shall have the meaning set forth in Section 3.2(a) hereof.
Adjustment Calculation has the meaning set forth in Section 2.8(a).
Examples of Adjustment Calculation in a sentence
The Purchaser will revise the Adjustment Calculation as appropriate to reflect the resolution of the issues in dispute pursuant to this Section 2.5(d).
The Adjustment Calculation will be prepared in accordance with the Accounting Rules.
More Definitions of Adjustment Calculation
Adjustment Calculation shall have the meaning set forth in Section 2.2(c). “Adjustment Notice” shall have the meaning set forth in Section 2.2(c).
Adjustment Calculation means the calculation of Closing Working Capital and Closing Net Cash assuming the Closing occurred on December 31, 2021, attached hereto as Exhibit A-1. For the avoidance of doubt, the Adjustment Calculation is merely an example calculation, illustrating the Accounting Methodology. The actual Closing Working Capital and Closing Net Cash shall be calculated as of the Effective Time.
Adjustment Calculation has the meaning set forth in Section 2.9(a). “Adjustment Notice” has the meaning set forth in Section 2.9(a). “Affiliate” means, with respect to a specified Person, a Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the specified Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made, whether prior to or following the date of this Agreement. In addition to the foregoing, if the specified Person is an individual, the term “Affiliate” also includes (a) the individual’s spouse, (b) the members of the immediate family (including parents, siblings and children) of the individual or of the individual’s spouse and (c) any corporation, limited liability company, general or limited partnership, trust, association or other business or investment entity that directly or indirectly through one or more intermediaries is controlled by with any of the foregoing individuals. For purposes of this definition, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the
Adjustment Calculation means an amount, which may be positive or negative, equal to (i) the Net Working Capital Calculation minus the Estimated Net Working Capital, minus (ii) the Closing Company Indebtedness minus the Estimated Company Indebtedness, minus (iii) the Closing Transaction Expenses minus the Estimated Transaction Expenses, plus (iv) the Closing Cash on Hand minus the Estimated Cash on Hand.
Adjustment Calculation means an amount calculated based upon the Final Adjustment Calculation methodology described in Section
Adjustment Calculation means an amount, which may be positive or negative, equal to (i) the difference between the Net Working Capital Calculation and the Estimated Net Working Capital, minus (ii) the difference between the Closing Indebtedness and the Estimated Indebtedness, minus (iii) the difference between the Closing Transaction Expenses and the Estimated Transaction Expenses. “Affiliate” (i) as to any Person other than a natural Person has the meaning set forth in Rule 12b 2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended and (ii) as to a Person who is a natural Person, such Person’s spouse and any former spouse, parents, siblings and lineal descendants.
Adjustment Calculation has the meaning specified in Section 1.10.