Lady Luck Adjustment Amount definition

Lady Luck Adjustment Amount means the amount, if applicable, by which (a) $15,230,769.23 exceeds (b)(x) the sum of the amounts actually received by the Operating Partnership in cash, at or prior to the Merger Effective Time, (i) upon the sale of all the Operating Partnership’s right, title and interest in and to Participation Agreement (“Participation Agreement”) dated May 5, 2006, in connection with that Sixty-Six Million Dollar ($66,000,000.00) loan to Downtown Resorts, LLC (“Borrower”), among the Borrower, CANPARTNERS REALTY HOLDING COMPANY IV LLC, and the Operating Partnership, and (ii) any further proceeds of any collection efforts relating to the sale of such interests by the Operating Partnership, to the extent actually received by the Operating Partnership at or prior to the Merger Effective Time, minus (y) the direct costs incurred by the Acquired Companies pursuant to such sale or collection efforts (including the payment made under that certain Put Agreement dated February 20, 2007, between CANPARTNERS REALTY HOLDING COMPANY IV LLC and the Operating Partnership, previously disclosed to Parent), as well as any other costs or Liabilities incurred by the Acquired Companies as a result of the Acquired Companies’ entering into any commitments or agreements in connection with such sale or collection efforts other than those disclosed to the Buyer Parties prior to the date hereof or those expressly approved in writing by the Buyer Parties, divided by (c) 30,658,883, rounded to the nearest one cent ($.01). To the extent the Lady Luck Adjustment Amount, after such rounding, would be less than one cent ($.01), then the Lady Luck Adjustment Amount shall be deemed equal to no cents ($.00).
Sample 1

Related to Lady Luck Adjustment Amount

  • 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;

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

  • 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.

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

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

  • Open Market Adjustment Amount shall have the meaning specified in Section 2(I).

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

  • SOFR Adjustment means 0.10% (10 basis points) per annum.

  • Term SOFR Adjustment means a percentage equal to 0.10% per annum.

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

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

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

  • 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.

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

  • Lot line adjustment means the relocation of the property boundary line in 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.

  • Buy In Adjustment Amount shall have the meaning specified in Section 6.

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.

  • 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.

  • Substitution Adjustment Amount As defined in Section 2.03.

  • Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.

  • 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.

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • 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.

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