Positive Adjustment Amount definition

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);
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Positive Adjustment Amount has the meaning set forth in Section 2.04(d)(ii).
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Positive Adjustment Amount has the meaning set forth in Section 3.3(d).
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Examples of Positive Adjustment Amount in a sentence

  • To the extent that the Final Purchase Price is more than the Estimated Purchase Price (the amount of such surplus, if any, the “Net Positive Adjustment Amount”), within five (5) Business Days following the determination of the Final Purchase Price, Buyer shall pay to each Seller (in accordance with the Post-Closing Seller Payout Spreadsheet) such Seller’s respective pro rata share of an amount equal to the Net Positive Adjustment Amount.

  • 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.

  • 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.

  • Section 2.06(b)(i)(A)(1) does not apply, then Buyer shall pay to Seller an amount equal to the Positive Adjustment Amount, minus the Excess Amount, if any, or plus the Shortfall Amount, if any (as applicable).


More Definitions of Positive Adjustment Amount

Positive Adjustment Amount has the meaning set forth in Section 1.06(a).
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Positive Adjustment Amount shall have the meaning ascribed in Section 2.6(d).
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Positive Adjustment Amount means the amount by which the Closing Working Capital exceeds the Working Capital Upper Target.
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Positive Adjustment Amount has the meaning given in Clause 7.3.1;
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Positive Adjustment Amount shall have the meaning assigned to such term in Section 2.3(c).
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Positive Adjustment Amount is defined in Section 1.3.6(a).
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Positive Adjustment Amount. (A) Buyer shall pay, or cause to be paid, to the Equityholders based on their respective Pro Rata Percentages an amount equal to the lesser of the Positive Adjustment Amount and the Adjustment Escrow Amount, and (B) within the five (5) Business Day period following the determination of the Final Purchase Price, Buyer and the Equityholder Representative shall deliver or cause to be delivered a joint written instruction to the Escrow Agent in accordance with the Escrow Agreement instructing the Escrow Agent to release the entire Adjustment Escrow Amount to the Company (for further payment to the Optionholders pursuant to Section 2.07(h)) and the Sellers in respective amounts based on their respective Pro Rata Percentages.
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