Downward Adjustment definition

Downward Adjustment. Any downward adjustment of any position without the consent of the employee shall be considered a demotion and shall take place only as a result of layoff or disciplinary procedures of this agreement.

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Downward Adjustment has the meaning set forth in Section 10.2(d).

Downward Adjustment has the meaning specified in Section 2.08(c).

Examples of Downward Adjustment in a sentence

• Notwithstanding the foregoing, if Seller has not paid any amounts due to Buyer on account of an undisputed Downward Adjustment Amount pursuant to Section 1.05 hereof, Seller agrees to use any funds remaining in the Escrow Amount immediately prior to its release to Seller, towards the satisfaction of each unpaid Downward Adjustment.

• Notwithstanding anything to the contrary contained herein, Buyer agrees that under no circumstance shall Escrow Agent release any of the Escrow Amount to Buyer to satisfy any amounts owed to Buyer in respect of the Downward Adjustment Amount except as otherwise permitted pursuant to Section 9.04(b).

• The Accounts Receivable/Inventory Holdback Amount shall be used to satisfy (x) any Estimated Adjustment Amount pursuant to subsection 1.04(e); (y) any Downward Adjustment Amount owed to Buyer pursuant to Section 1.05 and (z) any indemnification claims arising from the breach of representations and warranties of Seller with respect to Sections 2.07 (Inventory) and 2.12 (Accounts Receivable) pursuant to and in accordance with Article IX hereof.

• The Additional Purchase Price or the Downward Adjustment Amount, as the case may be (excluding payments attributable to interest), will be treated by the parties as an increase or decrease, as the case may be, in the Purchase Price.

• In the event of the Downward Adjustment Trigger, the Issuance Price shall be decreased to the Closing Issuance Price, which decrease shall result in a corresponding decrease in the aggregate Purchase Price.

More Definitions of Downward Adjustment

Downward Adjustment shall have the meaning set forth in Section 2.03(a)(i).

Downward Adjustment means any Downward Acquisition Issuance Adjustment, Downward Share Issuance Adjustment or Downward Warrant Issuance Adjustment.

Downward Adjustment means the sum of (i) the aggregate amount of (a) proceeds received by Pioneer USA and Properties LLC from the sale of Hydrocarbons produced from and attributable to the Assets from and after the Effective Time for which Operating Company is entitled under Section 9(a), and (b) other proceeds received with respect to the Assets for which Operating Company would otherwise be entitled under Section 9(a), (ii) Pioneer USA’s and Properties LLC’s shares of estimated ad valorem taxes through the Effective Time, (iii) the amount of any other downward adjustment mutually agreed upon by the parties, and (iv) the amount Pioneer USA and Properties LLC are overproduced with respect to the Assets as of the Effective Time times $6.50 per MCF (or, with respect to oil Imbalances, $70.00 per barrel).

Downward Adjustment shall have the meaning set forth in Section 2.3(b) of this Agreement.

Downward Adjustment has the meaning set forth in Section 5.26(b).

Downward Adjustment shall be equal to the amount as of the Closing Date by which the aggregate deferred income tax liability with respect to installment sale receivables (as determined under the rules of Financial Accounting Standards Board (FASB) Statement No. 109) of the Acquired Companies as reflected on the books and records of the Acquired Companies as of such date, the "Deferred Tax Liability Accrual", exceeds fourteen million four hundred thousand dollars ($14,400,000), the "DTL Target", as jointly determined by EFI and Kins▇▇. ▇▇e "Upward Adjustment" shall be equal to twenty percent (20%) of the amount, if any, as of the Closing Date by which the DTL Target exceeds the Deferred Tax Liability Accrual, as jointly determined by EFI and Kins▇▇. ▇▇e Upward Adjustment shall be paid fifteen percent (15%) in cash and eighty-five percent (85%) in shares of EFI Common Stock valued at the VWAP as of the date the Upward Adjustment is paid; provided, however, that EFI shall not be required to pay more than two hundred fifty thousand dollars ($250,000) of any such amount in cash at the Closing. EFI and Kins▇▇ ▇▇▇ll attempt, in good faith, to determine the Downward Adjustment or the Upward Adjustment, as the case may be, prior to the Closing Date. None of the transactions, payments, or obligations reflected in this Agreement shall have any effect for purposes of determining the Deferred Tax Liability Accrual.

Downward Adjustment means [●].9 8 Note to Purchaser: Parties to discuss approach to contract manufacturers.