Customer Adjustment Amount definition

Customer Adjustment Amount means, with respect to any additional disclosure provided (or, pursuant to Section 8.1(e), that should have been provided) by Seller in accordance with Section 2.15, an amount equal to the following: [***]
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Customer Adjustment Amount means the lesser of: (i) the RMR Adjustment Cap; and (ii) the amount equal to the result of the following formula (which amount cannot be less than zero): A multiplied by (B minus (C divided by 3)) In this formula: “A” is equal to 33 and 1/3 “B” is equal to $21,000,000 “C” is equal to the aggregate Per Customer RMR for the 90-day period ended on the day immediately prior to the Closing Date that is attributable to all Customer Accounts that, at the Effective Time, are Active Customer Accounts (provided, however, that, solely for purposes of Section 2.6, “Active Customer Accounts” in this item “C” will include Reactivated Accounts)
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Customer Adjustment Amount means, (i) if the Actual Customers are less than 2,960 Basic Customers, the amount that equals the result of the product of (A) $1,000, multiplied by (B) the result (which shall equal a negative number) of (x) the Actual Customers minus (y) 2,960 or (ii) if the Actual Customers are more than 3,060 (of which, exclusively for purposes of calculating the Customer Adjustment Amount, (1) at least 1,650 Basic Customers must be AV Subscribers, (2) at least 858 Basic Customers must be either HSD Subscribers or AV Subscribers that also subscribe to high-speed data services of the Company and (3) all Basic Customers exceeding 3,060 that are AV Subscribers, and up to fifty (50) Basic Customers exceeding 3,060 that are DTV Subscribers shall be included in the Customer Adjustment Amount, provided, however, that no more than a total of one hundred (100) Basic Customers shall be included in the Customer Adjustment Amount pursuant to this subsection (3)), the amount that equals the result of the product of (A) $1,000, multiplied by (B) the result of (x) the Actual Customers minus (y) 3,060. Notwithstanding the foregoing, in no event shall the upward or positive amount of the Customer Adjustment Amount exceed $100,000; no such limitation applies to a downward or negative amount of the Customer Adjustment Amount. For the purposes of the Customer Adjustment Amount, the number of Actual Customers at Fairways at South Shore, League City, Texas shall be disregarded and shall have no effect on the Customer Adjustment Amount.
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Examples of Customer Adjustment Amount in a sentence

  • Between the date of this Agreement and the Closing, if the Seller provides to the Purchaser an update to Section 3.19(a) to the Seller Disclosure Schedule as required by the last sentence of Section 5.14, the Initial Purchase Price shall be reduced by the aggregate Customer Adjustment Amount with respect to all such additional disclosures, provided that such reduction pursuant to this Section 2.15 shall not exceed the Customer Adjustment Amount Cap.

  • The Third Party Auditors shall allow each of Vendor and Purchaser to present its respective position regarding the Draft Statement and the determination of the Working Capital, Net Indebtedness and/or the Customer Adjustment Amount, and each of Vendor and Purchaser shall have the right to present additional documents, materials and other information, and make a written or oral presentation to the Third Party Auditors regarding the dispute.

  • For the avoidance of doubt, the maximum possible amount of the Base Purchase Price shall be equal to the Target Purchase Price (i.e., in the event that the Lost Customer Adjustment Amount is $0), even if the Aggregate Pre-Closing New EBITDA (defined below) exceeds the Aggregate Lost EBITDA Amount (defined below).

  • As is the case with other biopharmaceutical companies, our success is heavily dependent on intellectual property, particularly patents.

  • If the Customer Adjustment Amount set forth in the Final Statement is greater than the Customer Adjustment Amount set forth in the Estimated Statement, the amount of such difference will be owed to Purchaser by Vendor.