Buyer Adjustment Amount definition

Buyer Adjustment Amount has the meaning set forth in Section 2.3(d).

Buyer Adjustment Amount means the amount of the Adjustment Amount if the Adjustment Amount is a negative number.

Buyer Adjustment Amount has the meaning given to such term in the CDS.

Examples of Buyer Adjustment Amount in a sentence

• The following provisions limit or exclude benefits under the Certificate of Coverage.• Services or supplies that are determined by CareFirst to be not Medically Necessary, as defined.Medical Necessity or Medically Necessary means health care services or supplies that a Provider, exercising prudent clinical judgment, renders to, or recommends for, a patient for the purpose of preventing, evaluating, diagnosing or treating an illness, injury, disease or its symptoms.

• If the Buyer Adjustment Amount exceeds the Seller Adjustment Amount by more than $300,000, the Seller shall, within five (5) Business Days after the Final Working Capital and the Final Assumed Indebtedness are determined, make payment by wire transfer of immediately available funds to the Buyer in the amount by which the Buyer Adjustment Amount exceeds the Seller Adjustment Amount.

• If the Post-Closing Adjustment Amount is payable by Seller (such amount, the “Buyer Adjustment Amount”), then the principal amount of the Seller Note will be reduced by the Buyer Adjustment Amount.

• On the Reserve Release Date, the Companies shall be entitled to release from such segregated account or reserve the Reserve Amount less the Buyer Adjustment Amount, if any, which is to be paid by the Companies in accordance with Section 3.2(c)(ii).

• If the Seller Adjustment Amount exceeds the Buyer Adjustment Amount by more than $300,000, the Buyer shall, within five (5) Business Days after the Final Working Capital and the Final Assumed Indebtedness are determined, make payment by wire transfer of immediately available funds to the Seller in the amount by which the Seller Adjustment Amount exceeds the Buyer Adjustment Amount.

More Definitions of Buyer Adjustment Amount

Buyer Adjustment Amount means the sum of (a) the excess, if any, of the Working Capital Estimate over the Final Working Capital, (b) the excess, if any, of the Final Assumed Indebtedness over the Estimated Assumed Indebtedness Amount and (c) the excess, if any, of the Estimated Closing Cash over the Final Closing Cash.

Buyer Adjustment Amount is defined in Section 1.6(e)(iii).

Buyer Adjustment Amount shall equal the sum of (i) the amount, if any, by which (A) the Adjusted Closing Working Capital exceeds (B) the Pre-Closing Working Capital, (ii) the amount, if any, by which $7,450,000 exceeds the Adjusted Closing Other Non-Current Liabilities and (iii) $17.0 million. The "Pre-Closing Working Capital" shall be equal to the working capital of the Packaging Business at December 31, 1995 as set forth on Section 2.4(d) of the Seller Disclosure Schedule. The "Seller Adjustment Amount" shall equal the sum of (i) the amount, if any, by which (A) the Pre-Closing Working Capital exceeds (B) the Adjusted Working Capital and (ii) the amount, if any, by which the Adjusted Closing Other Non-Current Liabilities exceeds $9,450,000. If any component of the calculation of the Buyer Adjustment Amount or the Seller Adjustment Amount results in a number which is less than zero, such component shall be deemed to be zero.

Buyer Adjustment Amount means (i) with respect to shares of Buyer Common Stock sold or transferred on or after the record date of the Spin-off, the greater of (A) the aggregate proceeds due to or received by a Seller from the sale or transfer of such shares of Buyer Common Stock received in the Merger and sold or transferred by or on behalf of such Seller on or prior to the Adjustment Date and (B) the Aon Current Market Price on the Adjustment Date multiplied by the number of such shares of Buyer Common Stock received in the Merger and sold or transferred by such Seller on or prior to the Adjustment Date, and (ii) with respect to shares of Buyer Common Stock sold or transferred prior to the record date of the Spin-off, the greater of (A) the aggregate proceeds due to or received by a Seller from the sale or transfer of such shares of Buyer Common Stock received in the Merger and sold or transferred by or on behalf of such Seller on or prior to the Adjustment Date and (B) the Combined Current Market Price on the Adjustment Date multiplied by the number of such shares of Buyer Common Stock received in the Merger and sold or transferred by such Seller on or prior to the Adjustment Date.

Buyer Adjustment Amount has the meaning specified in Section 1.5(g)(i)(A).

Buyer Adjustment Amount is defined in Section 2.7.

Buyer Adjustment Amount has the meaning set forth in Section 4.6(b).