Final Adjustment Amounts definition

Final Adjustment Amounts shall have the meaning set forth in Section 3.2(b).
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Final Adjustment Amounts means the Closing Tangible Equity Balance and the Closing Cash Balance, in each case as determined pursuant to Section 5.16(c) through (f).
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Final Adjustment Amounts means each of payments required pursuant to Section 2.4(d) with respect to the Final Cash on Hand Adjustment Amount, the Final Net Working Capital Adjustment Amount, the Final Debt Adjustment Amount and the Final Seller Expenses Adjustment Amount, and "Final Adjustment Amount" means the net of the Final Adjustment Amounts.
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Examples of Final Adjustment Amounts in a sentence

  • If the Closing Purchase Price is less than the Estimated Closing Purchase Price, then, within five (5) Business Days of the final determination of the Final Adjustment Amounts in accordance with this Section 2.4(c), the amount by which the Closing Purchase Price is less than the Estimated Closing Purchase Price shall be subtracted from the principal due and owing pursuant to the Seller Note as of such date.

  • If the Post-Closing Adjustment is a positive amount, then Buyer shall, within five (5) Business Days after the determination of the Final Adjustment Amounts pursuant to Section 2.3(b)(ii), make payment to DuPont by wire transfer of immediately available funds to one or more accounts designated by DuPont of the amount of the Post-Closing Adjustment.

  • The Independent Accounting Firm shall have exclusive jurisdiction over, and resort to the Independent Accounting Firm shall be the sole recourse and remedy of the Parties against one another or any other Person with respect to, any disputes arising out of or relating to the Closing Date Balance Sheet, the Working Capital Schedule, the Indebtedness Schedule, the Company Transaction Cost Schedule, the Final Adjustment Amounts and the Closing Purchase Price.

  • Notwithstanding any provision herein to the contrary, no indemnity may be sought hereunder in respect of any Losses to the extent such Liability (or lack thereof) was specifically addressed or taken into account in determining the Final Adjustment Amounts.

  • If the Closing Purchase Price exceeds the Estimated Closing Purchase Price, then, within five (5) Business Days of the final determination of the Final Adjustment Amounts in accordance with this Section 2.4(c), the amount by which Closing Purchase Price exceeds the Estimated Closing Purchase Price shall be added to the principal due and owing pursuant to the Seller Note as of such date.

  • For purposes of the calculation of Net Working Capital of the DPC Business, the Cash Amount and the Indebtedness Amount, all DPC Shares, Transferred DPC Joint Venture Interests and DPC Assets shall be deemed to have been conveyed as of the Effective Time (regardless of any delayed transfer pursuant to Section 5.18 or Section 5.19) and shall be included, to the extent applicable, in the calculation of the Final Adjustment Amounts.

  • If the Post-Closing Adjustment is a negative amount, then DuPont shall, within five (5) Business Days after the determination of the Final Adjustment Amounts pursuant to Section 2.3(b)(ii), make payment to Buyer by wire transfer of immediately available funds to one or more accounts designated by Buyer of the absolute value of the amount of the Post-Closing Adjustment.

  • Promptly upon the determination of the Final Adjustment Amounts, the parties shall determine the amount that would have been paid pursuant to Section 2.2 if the Final Adjustment Amounts had been substituted for the Estimated Closing Cash, Estimated Closing Indebtedness and the Estimated Closing Net Working Capital, respectively.

  • Where the Customer has requested and the Bank has agreed to provide a "holding mail" service in accordance with clause 29, a notice or other communication sent by the Bank under these Terms and Conditions will be deemed to have been received by the Customer and to be effective when placed by the Bank in the Customer's Folder in accordance with clause 29.3.

  • For purposes of the calculation of Net Working Capital of the DPP Business, Indebtedness Amount and Cash Amount, all DPP Shares, and DPP Assets shall be deemed to have been conveyed as of the Effective Time (regardless of any delayed transfer pursuant to Section 7.17) and shall be included, to the extent applicable, in the calculation of the Final Adjustment Amounts.


More Definitions of Final Adjustment Amounts

Final Adjustment Amounts shall be (i) in the event that no Notice of Adjustment Disagreement is delivered by the Stockholder Representative to Parent prior to the expiration of the Adjustment Review Period, the Post-Closing Statement delivered by Parent to the Stockholder Representative pursuant to Section 2.10(b), (ii) in the event that a Notice of Adjustment Disagreement is delivered by the Stockholder Representative to Parent prior to the expiration of the Adjustment Review Period and Parent and the Stockholder Representative are able to agree on all matters set forth in such Notice of Adjustment Disagreement, the Post-Closing Statement delivered by Parent to the Stockholder Representative pursuant to Section 2.10(b) as adjusted pursuant to the written agreement executed and delivered by Parent and the Stockholder Representative or (iii) in the event that a Notice of Adjustment Disagreement is delivered by the Stockholder Representative to Parent prior to the expiration of the Adjustment Review Period and Parent and the Stockholder Representative are unable to agree on all matters set forth in such Notice of Adjustment Disagreement, the Post-Closing Statement delivered by Parent to the Stockholder Representative pursuant to Section 2.10(b) as adjusted by the Independent Accountant to be consistent with the Resolved Matters and the final determination of the Independent Accountant of the Unresolved Matters in accordance with Section 2.10(b). The date on which the Final Closing Statement is finally determined in accordance with this Section 2.10(c) is hereinafter referred to as the “Determination Date.”
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Related to Final Adjustment Amounts

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

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

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • 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;

  • 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.

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

  • Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.

  • 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.

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

  • Principal Adjustment In the event that the 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 or Class B-6 Optimal Principal Amount is calculated in accordance with the proviso in such definition with respect to any Distribution Date, the Principal Adjustment for such Class of Class B Certificates shall equal the difference between (i) the amount that would have been distributed to such Class as principal in accordance with Section 4.01(a) for such Distribution Date, calculated without regard to such proviso and assuming there are no Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal Balance for such Class.

  • Purchase Price Adjustment Escrow Amount means $500,000.

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

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

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

  • Payment Adjustment Date With respect to each ARM Loan, the date on which the Borrower's Monthly Payment changes in accordance with the terms of the related Mortgage Note.

  • Interest Adjustment Date With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.

  • Contract Adjustment Payments means the payments payable by the Company on the Payment Dates in respect of each Purchase Contract, at a rate per year of [ ]% of the Stated Amount per Purchase Contract.

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

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

  • Initial Adjustment Date As to any Adjustable Rate Mortgage Loan, the first Adjustment Date following the origination of such Mortgage Loan.

  • Maximum Settlement Amount means $500,000,000 as amended or modified in accordance with Appendix E.

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Allocated Loss Adjustment Expenses or “ALAE” means all court costs and court expenses; pre- and post-judgement interest; fees for service of process; attorneys’ fees; cost of undercover operative and detective services, costs of employing experts; costs for legal transcripts; costs for copies of any public records; costs of depositions and court-reported or recorded statements; costs and expenses of subrogation; and any similar fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or suit against you, or to the protection and perfection of your or our subrogation rights.

  • Adjustment Payment shall have the meaning specified in Section 3.09(a).

  • Working Capital Adjustment has the meaning set forth in Section 2.15(b).