Negative Adjustment Amount definition

Negative Adjustment Amount has the meaning set forth in Section 1.06(b).

Negative Adjustment Amount has the meaning given in paragraph 3.13.2 of this Schedule 2; “Percentage Participation” has the meaning given in paragraph 3.8 of this Schedule 2; “Positive Adjustment Amount” has the meaning given in paragraph 3.13.1 of this Schedule 2; “Premium Cap“ means (a) €550,000 or (b) where a Participating Insurer issues a Policy or underwrites a layer that provides a lower amount of cover than the “Minimum Level of Cover” (set out in paragraph 3.1 of the Minimum Terms and Conditions, being €1,500,000 at the date of this Agreement), the proportion of (a) that the underwritten layer bears to the “Minimum Level of Cover” calculated in accordance with the following formula: L X €550,000 M Where: L means the amount equal to the value of the layer (which shall be calculated by deducting the attachment point of the layer from the upper limit of the layer) underwritten by the Participating Insurer; M means the Minimum Level of Cover (as set out in paragraph 3.1 of the Minimum Terms and Conditions, being €1,500,000 at the date of this Agreement);

Negative Adjustment Amount shall have the meaning assigned to such term in Section 2.3(c).

Examples of Negative Adjustment Amount in a sentence

• Upon determination of the Final Purchase Price, the Representative shall deliver to Buyer an updated Seller Payout Spreadsheet setting forth each Seller’s respective pro rata shares of the Net Positive Adjustment Amount or the Net Negative Adjustment Amount, as applicable (the “ Post-Closing Seller Payout Spreadsheet”), and, in the event of a Net Positive Adjustment Amount, the Post-Closing Seller Payout Spreadsheet shall include wire transfer instructions for each Seller.

• Following the determination of the Final Purchase Price and the full payment of the Net Negative Adjustment Amount (if any) in accordance with Section 2.05 , the Representative shall be permitted to use or disburse any remaining portion of the Representative Fund in accordance with this Section 9.17.

• The Seller will pay to the Buyer the Positive Adjustment Amount, or the Buyer will pay to the Seller the Negative Adjustment Amount, as the case may be, contemporaneously with the payment of the adjusted purchase price pursuant to the Asset Purchase Agreement (Inventory/Accounts Receivable).

• Within five Business Days following the Determination Date, (i) if the Estimated Consideration exceeds the Final Consideration (the amount of such excess, the “ Negative Adjustment Amount”), Seller shall pay, or cause to be paid, to Buyer the Negative Adjustment Amount or (ii) if the Final Consideration exceeds the Estimated Consideration (the amount of such excess, the “Positive Adjustment Amount”), Buyer shall pay, or cause to be paid, to Seller the Positive Adjustment Amount.

• If the Negative Adjustment Amount exceeds the then remaining balance of the Escrow Account, including any earnings thereon (such excess, the “ Excess Balance ”), then (x) Lender and Buyer shall deliver joint written instruction to the Escrow Agent instructing the Escrow Agent to deliver the full balance of the Escrow Account to Buyer, and (y) Buyer shall issue to Lender the Remaining Lender Stock Release Amount.

More Definitions of Negative Adjustment Amount

Negative Adjustment Amount has the meaning set forth in Section 3.3(d).

Negative Adjustment Amount means the amount by which the Working Capital Lower Target exceeds the Closing Working Capital.

Negative Adjustment Amount has the meaning given in Clause 7.3.2;

Negative Adjustment Amount has the meaning ascribed thereto in Section 2.6.2;

Negative Adjustment Amount is defined in Section 2.4.3.

Negative Adjustment Amount has the meaning set forth in Section 2(e)(viii).

Negative Adjustment Amount means, as of each Adjustment Date, the amount of interest due and payable under the Canadian Term Loan Facility.