Correction Adjustment definition
Examples of Correction Adjustment in a sentence
A provisional adjustment, based on estimated values of the Loan Adjustment and the RMR Adjustments shall be computed and applied at Closing as provided by Section 2.4. After Closing and the final determination of the Loan Adjustment, the RMR Adjustments and the Correction Adjustment, if any, a final adjustment shall be made as provided in Section 2.5.
In the event of either (1) an Estimate Correction Adjustment in favor of a Stockholder and/or (2) an Adjustment for an S Taxable Year that results in a Tax Loss to a Stockholder, the Company hereby agrees to pay to such Stockholder an amount equal to such Stockholder’s Estimate Correction Amount and/or Tax Loss, as applicable, attributable to such Estimate Correction Adjustment and/or Adjustment.
The determination by the Arbiter of Purchaser’s Closing Statement and the Loan Adjustment, RMR Adjustments and Correction Adjustment (to the extent that any of the same are in dispute) shall be conclusive and binding upon the parties absent fraud or palpable mistake.
In the event of an Estimate Correction Adjustment in favor of the Company, each Stockholder, severally but not jointly, agrees to contribute to the capital of Parent the Stockholder’s pro rata share (based upon the relative amount of Company stock held by such Stockholder during the relevant time period) of an amount equal to the Company’s Estimate Correction Amount.