Parent Adjustment Amount definition

Parent Adjustment Amount means an amount equal to the Net Cash Proceeds from the sale to a Third Party of the Parent Japanese Theatre Assets minus the Parent Japanese Theatre Assets Amount; provided, however, that in the event that the Net Cash Proceeds from a sale to a Third Party of the Parent Japanese Theatre Assets are equal to or greater than 90% of the Parent Adjustment Cap Amount, the Parent Adjustment Amount shall be deemed to be an amount equal to the Parent Adjustment Cap Amount minus the Parent Japanese Theatre Assets Amount; provided, further, that if the sale of the Parent Japanese Theatre Assets to a Third Party has not been consummated by the Closing Date or the Net Cash Proceeds relating thereto have not been received by the Closing Date, then the Parent Adjustment Amount shall be equal to zero.
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Parent Adjustment Amount is defined in Section 3.3(f)(i).
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Parent Adjustment Amount has the meaning set forth in Section 2.9(d).
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Examples of Parent Adjustment Amount in a sentence

  • The Adjustment Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms hereof and thereof until the amount of the Closing Proceeds, and any resulting Parent Adjustment Amount or Seller Adjustment Amount, are finally determined pursuant to Section 3.3. The Indemnity Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms hereof and thereof.

  • No later than ninety (90) days after the Closing Date, Parent shall prepare and deliver to the Securityholder Representative a statement (the “ Closing Statement”) setting forth (i) Parent’s calculation of the Closing Proceeds, including each of the Closing Proceeds Elements and the Parent Adjustment Amount or the Seller Adjustment Amount (if any), and (ii) the Closing Balance Sheet, together with reasonable supporting detail of each of the calculations set forth in the Closing Statement.

  • The bureau may limit participation in the safety grant program based upon the availability of bureau resources for the program and upon the merits of the employer's proposal.

  • If the Stockholder Adjustment Amount exceeds the Parent Adjustment Amount, the Parent shall, within five (5) Business Days after the Final Company Net Indebtedness, the Final Preferred Liquidation Amount and the Final Company Expenses are determined, subject to Section 3.9, make payment by wire transfer of immediately available funds to the Stockholders in accordance with their respective Stockholder Percentage in the amount of any such excess.

  • Notwithstanding anything herein to the contrary, amounts then in the Adjustment Escrow Account and, only to the extent the Parent Adjustment Amount is greater than the Adjustment Escrow Amount, amounts then in the Indemnity Escrow Account, shall be the sole and exclusive recourse of Parent for the Parent Adjustment Amount.


More Definitions of Parent Adjustment Amount

Parent Adjustment Amount has the meaning ascribed to it in Section 4.01(b). "Parent Disclosure Letter" has the meaning ascribed to it in Article VI.
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Parent Adjustment Amount means the sum of (i) 0.50 plus (ii) the Parent Adjustment Factor minus the Company Adjustment Factor.
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Parent Adjustment Amount. Section 2.05(i) “Parent Expenses” Section 9.02(a)(iii) “Parent Financing” Section 5.15 “Parent Material Adverse Effect” Section 4.01
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Parent Adjustment Amount means the sum of (i) the Final Working Capital Underage, if any, plus (ii) the Final Closing Cash Underage, if any, plus (iii) the Additional Transaction Expenses, if any, plus (iv) the Additional Indebtedness, if any.
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Parent Adjustment Amount means (i) in the case of Section 1.14(c)(i), the amount equal to the Excess Working Capital Amount minus the Final Excess Working Capital Amount, (ii) in the case of Section 1.14(c)(ii), the amount equal to the Final Deficient Working Capital Amount minus the Deficient Working Capital Amount, and (iii) in the case of Section 1.14(c)(iii) the sum of the Excess Working Capital Amount and the Final Deficient Working Capital Amount; provided, however, that in the case of each of (i), (ii) and (iii) the Parent Adjustment Amount will be decreased by the Broker Commission Amount, if any.
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Parent Adjustment Amount has the meaning set forth in Section 8(b) of this Agreement.
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Related to Parent 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;

  • 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.

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

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

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

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

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

  • 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.

  • 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.

  • 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.

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • 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.

  • Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”

  • Cash Settlement Amount means the “Cash Settlement Amount” as determined by the Calculation Agent in accordance with Paragraph 6.

  • Investment Amount means the dollar amount to be invested by Investor to purchase Put Shares with respect to any Put as notified by the Company to Investor in accordance with Section 2.2.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

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

  • Tax Limitation Amount means the maximum amount which may be placed as the Appraised Value on the Applicant’s Qualified Property for maintenance and operations tax assessment in each Tax Year of the Tax Limitation Period of this Agreement pursuant to Section 313.054 of the TEXAS TAX CODE.

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

  • PIPE Investment Amount means the aggregate gross purchase price received by Acquiror prior to or substantially concurrently with Closing for the shares in the PIPE Investment.

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

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

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