Closing Adjustment Item definition

Closing Adjustment Item means each Adjustment Item as of the Effective Time.
Sample 1
Closing Adjustment Item means each of the (A) Adjustment Liabilities, (B) Ordinary Working Capital, and (C) Closing Working Capital.
Sample 1

Examples of Closing Adjustment Item in a sentence

  • To be effective, any such Notice of Disagreement must include a copy of the Closing Statement marked to indicate those specific line items that are in dispute (the “Disputed Line Items”) and must be accompanied by the Seller Representative’s calculation of each of the Disputed Line Items and the Seller Representative’s revised Closing Statement setting forth its determination of each Closing Adjustment Item.

  • The Settlement Accountant will be directed to determine as promptly as practicable (and in any event within 30 days from the date that the dispute is submitted to it), whether the Disputed Line Items in the Closing Statement were prepared in accordance with the standards set forth in this Section 2.5 and whether and to what extent (if any) each Closing Adjustment Item requires adjustment.

Related to Closing Adjustment Item

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Adjustment Statement has the meaning set forth in Section 2.6(a).

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Final Settlement Statement has the meaning set forth in Section 2.6(b).

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • Adjustment Escrow Amount means $1,000,000.

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.