Construction Adjustment definition

Construction Adjustment means an amount equal to the aggregate amount actually paid by Meridian after June 13, 1996 and prior to the Closing Date with respect to the costs and expenses incurred in the acquisition and construction of those certain projects (collectively, the "New Sites") (a) described in Section 2.3 of the Meridian Disclosure Schedule or (b) acquired after the date of this Agreement with the prior written consent of ATS, which consent shall not be unreasonably withheld, other than, in all cases, those costs and expenses which are unreasonable or to which ATS shall have objected in writing prior to their incurrence or commitment by Meridian. The Purchase Price shall be payable by wire transfer of immediately available funds (a) to the Indemnity Escrow Agent (or as it may designate) pursuant to the provisions of the Indemnity Escrow Agreement in the amount of $575,118 minus an amount equal to the amount, if any, expended by Meridian ----- subsequent to the date of this Agreement pursuant to a mutually agreed upon designation of Meridian and ATS entitled an "Indemnity Escrow Fund Reducing Expense" to remedy any misrepresentation, breach of warranty or other breach or defect (the "Indemnity Escrow Fund") and (b) to Meridian for the balance of the purchase price to such account as is designated by Meridian in written instructions to ATS delivered not later than two (2) business days prior to the Closing. The parties hereto have heretofore agreed upon an allocation schedule (the "Tax Allocation Schedule") pursuant to which the Purchase Price shall be allocated among the Meridian Assets. Each of Meridian and ATS shall report the purchase and sale of the Meridian Assets and the Meridian Business and the other Transactions in accordance with the Tax Allocation Schedule (as adjusted for Events between the date hereof and the Closing Date) for purposes of all federal, state and local Tax Returns and shall not take, and shall cause their respective Affiliates, representatives, successors and assigns not to take, any position on any federal, state or local Tax Return or report, inconsistent with such reporting position. Each of Meridian and ATS shall promptly give the other notice of any disallowance of or challenge to such reporting by any Taxing Authority. Notwithstanding the provisions of this Section, the parties to this Agreement will rely solely on their own advisors in determining the tax consequences of the transactions contemplated by this Agreement and each party is ...
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Examples of Construction Adjustment in a sentence

  • LCRA shall cease to (i) maintain the SAWS Credit Account pursuant to Section 5.4, and (ii) maintain SAWS Credit Account records pursuant to Section 5.5 at such time as LCRA no longer is, or will be, able to assess Construction Adjustment Surcharges under this Definitive Agreement.

  • The purchase price for the Meridian Assets and the Meridian Business (the "Purchase Price") shall be an amount equal to $4,811,000, plus an amount equal to the Construction Adjustment.

  • Other Definitional Provisions and Rules of Construction; Adjustment to Financial Covenants .

  • The "Aggregate Committed Purchase Fee" shall mean an amount equal to the sum of (i) the Committed Purchase Fee (which shall include a ten percent (10%) surcharge on the Stored Water Rate) plus (ii) the Construction Adjustment Surcharge, if any.

  • Other Definitional Provisions and Rules of Construction; Adjustment to Financial Covenants.

  • If the amount of the projected Credit Entries equals or exceeds the Monthly Capital Cost Amortization Figure, then there is no Construction Adjustment Surcharge that month.