Net Adjustment Amount definition

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;

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Net Adjustment Amount has the meaning set forth in Section 2.5(c).

Net Adjustment Amount means an amount, which may be positive or negative, equal to (A) the Closing Net Working Capital as finally determined pursuant to this Section 2.7 minus the Estimated Net Working Capital, plus (B) the Estimated Indebtedness minus the Closing Indebtedness as finally determined pursuant to this Section 2.7, plus (C) the Closing Cash as finally determined pursuant to this Section 2.7 minus the Estimated Cash, plus (D) the Estimated Transaction Expenses minus the Closing Transaction Expenses as finally determined pursuant to this Section 2.7;

Examples of Net Adjustment Amount in a sentence

• Any such payment is to be made within five Business Days of the date on which the Net Adjustment Amount is finally determined pursuant to ‎Section 1.05(b).

• In the event the Transferred Distributions received in such Fiscal Year are insufficient satisfy the Net Adjustment Amount, the difference between the Net Adjustment Amount and the Transferred Distribution (the “Net Transferred Distribution Shortfall” and, together with the Transferred Distribution Shortfall, the “Shortfall”) shall accrue for the next Fiscal Year.

• In such event, the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay the Net Adjustment Amount out of the Adjustment Escrow Fund to the Buyer, and the remainder, if any, of the Adjustment Escrow Amount to the Seller Representative, in accordance with the terms of the Escrow Agreement and the Escrow Agreement, and the Escrow Agent shall do so.

• In such event, (A) the Buyer shall pay the Net Adjustment Amount to the account(s) designated by the Seller Representative, and (B) the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to transfer all funds in the Adjustment Escrow Fund to the Seller Representative and the Escrow Agent shall do so.

• Purchaser will be responsible for the payment of the D&O Tail premium as well as all other related expenses, and such premium and other amounts shall not be taken into account in the calculation of the Purchase Price Shares or the Post-Closing Net Adjustment Amount.

More Definitions of Net Adjustment Amount

Net Adjustment Amount means an amount, which may be positive or negative, equal to (1) the Final Purchase Price, minus (2) the Estimated Purchase Price; and

Net Adjustment Amount means, in respect of a Repo entered into on a Repo Day (Day T), a

Net Adjustment Amount shall equal zero (0): (i) minus the amount, if any, by which the Closing Company Transaction Expenses exceed the Estimated Closing Company Transaction Expenses; (ii) plus the amount, if any, by which the Estimated Closing Company Transaction Expenses exceed the Closing Company Transaction Expenses; (iii) minus the amount, if any, by which the Closing Funded Indebtedness exceeds the Estimated Closing Funded Indebtedness; (iv) plus the amount, if any, by which the Estimated Closing Funded Indebtedness exceeds the Closing Funded Indebtedness; (v) minus the amount, if any, by which the Estimated Closing Cash on Hand exceeds the Closing Cash on Hand; (vi) plus the amount, if any, by which the Closing Cash on Hand exceeds the Estimated Closing Cash on Hand; (vii) minus the amount, if any, by which the Estimated Closing Working Capital exceeds the Closing Working Capital; and (viii) plus the amount, if any, by which the Closing Working Capital exceeds the Estimated Closing Working Capital.

Net Adjustment Amount means the cash amount expressed in US Dollars to be calculated by adding together all the relevant Adjustments in accordance with clause 8, and which, if positive, shall increase the Base Consideration and, if negative, shall reduce the Base Consideration;

Net Adjustment Amount has the meaning set forth in Section 3.2(e) below.

Net Adjustment Amount means an amount, which may be greater or less than $0.00, equal to the sum of (A) the amount by which the Final Working Capital is greater than or less than the Estimated Closing Working Capital, plus (B) the amount by which the Final Closing Cash is greater than or less than the Estimated Closing Cash, plus (C) the amount by which the Final Indebtedness is greater than or less than the Estimated Indebtedness, plus (D) the amount by which the Final Transaction Expenses is greater than or less than the Estimated Transaction Expenses.

Net Adjustment Amount means an amount, which may be positive or negative, equal to (A) the Closing Net Working Capital as finally determined pursuant to this Section 2.5, minus the Estimated Net Working Capital, minus (B) the Closing Indebtedness as finally determined pursuant to this Section 2.5 minus the Estimated Indebtedness, plus (C) the Closing Cash as finally determined pursuant to this Section 2.5, minus the Estimated Cash, minus (D) the Closing Transaction Expenses as finally determined pursuant to this Section 2.5, minus the Estimated Transaction Expenses;