Initial Adjustments definition
Examples of Initial Adjustments in a sentence
Additional Contribution" means the Total Contribution less the sum of the (i) Initial Contribution plus any (ii) ALS Initial Adjustments.
The basis for determining the preliminary amounts payable at Closing will be (a) the estimate so agreed upon by TCI and ▇▇▇▇▇ or (b) if the parties do not reach such an agreement or notice of disagreement is not timely given, the estimates of such Adjustments set forth in the Initial Adjustments Certificate.
On the Closing Date Buyer shall pay, on account of the Purchase Price, to Sellers an amount equal to the Preliminary Purchase Price less the Escrow Amount, less or plus the amount of the Initial Adjustments Amount, and less any sales or use taxes shown as due on the sales tax clearance certificate delivered by Sellers pursuant to Section 1.10(a)(vii) (the “Closing Payment”), payable by wire transfer of immediately available funds to such account(s) as Sellers shall designate prior to the Closing Date.
The Preliminary Purchase Price shall be increased or decreased at Closing by the Initial Adjustments Amount.
The Updated Adjustments Spreadsheet shall be prepared on the same basis and methodologies and in accordance with the same principles as the Initial Adjustments Spreadsheet.
If the Purchase Price as adjusted pursuant to the Final Adjustment is lower than the Purchase Price as adjusted pursuant to the Initial Adjustments, the Sellers shall, severally and not jointly, pay the difference (the "Adjustment Amount") to the Buyer pro rata based on the respective percentages of ownership, whether direct or indirect, attributable to such Sellers of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock as set forth on Schedule 2 hereto.
If the Purchase Price as adjusted pursuant to this Section 3.5 (the "Final Adjustment") is greater than the Purchase Price as adjusted pursuant to the Initial Adjustments, the Buyer shall pay the difference to the Sellers pro rata based on the respective percentages of ownership, whether direct or indirect, of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock attributable to such Sellers as set forth on Schedule 1.