Negative Adjustment definition

Negative Adjustment has the meaning set forth in Section 2.3 hereof.

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Negative Adjustment shall have the meaning set forth in Section 1.9(f)(iii).

Negative Adjustment means in respect of an Assigned Receivable that is a Redelivery PCP Contract and a Collection Period, an amount equal to the amount by which the PCP Contract Vehicle Sale Actual Proceeds in respect of such Redelivery PCP Contract received by the Servicer fall short of the PCP Contract Vehicle Sale Expected Proceeds in respect of such Redelivery PCP Contract.

Examples of Negative Adjustment in a sentence

• To the extent that the Negative Adjustment is greater than the then remaining Escrow Cash, Parent shall have the right to proceed individually and directly against the Effective Time Holders for indemnification with respect to any amounts payable.

• If there is a Final Negative Adjustment, then Seller shall repay an amount equal to Final Negative Adjustment to Buyer.

• On the Purchase Price Escrow Release Date, the Escrow Agent will deliver to Purchaser out of the Purchase Price Escrow Fund, the full amount of any Negative Adjustment Amount plus, if applicable, one-half (1/2) of the Reviewing Accountant Fees specified in the Purchase Price Escrow Release Notice, and following the delivery of such amounts to Purchaser, deliver to Seller any and all remaining amounts in the Purchase Price Escrow Fund.

• The Accounting Firm will make a determination of the Actual Closing Working Capital and the Negative Adjustment Amount or Positive Adjustment Amount, as applicable.

• If the Negative Adjustment Amount is greater than the Holdback, then the Purchaser shall retain the Holdback and the Seller shall pay, or cause to be paid, the remaining portion of the Negative Adjustment Amount to the Purchaser by wire transfer of immediately available funds to an account designated in writing by the Purchaser.

More Definitions of Negative Adjustment

Negative Adjustment has the meaning given to it in clause 3.2.4;

Negative Adjustment means the amount (if any) by which the Estimated Consideration exceeds the Upfront Payment;

Negative Adjustment has the meaning set forth in Schedule 8.2(A) bis;

Negative Adjustment. The excess, if any, of (A) Estimated Closing Cash over Final Closing Cash, (B) Final Closing Indebtedness over Estimated Closing Indebtedness, (C) Estimated Net Working Capital Surplus over Final Net Working Capital Surplus, and (D) Final Working Capital Shortfall over Estimated Net Working Capital Shortfall. For purposes of Section 2.4(e), each Negative Adjustment shall be deemed a negative number.

Negative Adjustment means the amount, if any, by which (i) $11,289,000 exceeds (ii) the Closing Date Net Equity.

Negative Adjustment shall have the meaning given to such term in Section 1.4(f)(ii).

Negative Adjustment shall have the meaning given to such term in Section 1.9(e)(iii). [Redacted - Commercially Sensitive Information]