Post-Closing Purchase Price Adjustment definition

Post-Closing Purchase Price Adjustment has the meaning set forth in Section 2.03(b).

Post-Closing Purchase Price Adjustment. After the Closing, the Final Base Purchase Price will be adjusted as follows: (A) (i) on the date any excess amounts in the Project Completion Account (as defined in the ECCA) are distributed to the Class B Member (as defined in the ECCA) pursuant to Section 5.02(f)(ii) of the Project Agreement or, if the amounts in such Project Completion Account are exhausted prior to the date Final Completion (as defined in the ECCA) occurs, the date of such Final Completion or (ii) on the date any excess amounts in the Completion Account (as defined in the Western Interconnect Loan Agreement) are distributed by PWI Holdings pursuant to Section 4.07(b)(i) of the Depository Agreement (as defined in the Western Interconnect Loan Agreement) or, if the amounts in such Completion Account are exhausted prior to the date Final Completion (as defined in the Western Interconnect EPC Contract) occurs, the date of such Final Completion (each such date, a “Completion Adjustment Date”), the amounts described in Item I below will be paid as an adjustment to the Final Base Purchase Price, and (B) if there are any Delayed Turbines, on the date the amounts in the Escrow Account (as defined in the ECCA) are released to the Class B Member pursuant to the Escrow Agreement (as defined in, and as amended pursuant to, the ECCA) and the Project Agreement in respect of such Delayed Turbines (the “Delayed Turbine Adjustment Date”), the amounts described in Item II below will be paid as an adjustment to the Final Base Purchase Price. Item I: Completion Adjustment “Completion Adjustment” means either: (1) (A) the amount, if any, released to the Class B Member from the Project Completion Account (as defined in the ECCA) following achievement of Final Completion (as defined in the ECCA) in accordance with the ECCA or (B) the amount of distributions by PWI Holdings in accordance with the Depository Agreement (as defined in the Western Interconnect Loan Agreement) attributable to funds transferred from the Completion Account (as defined in the Western Interconnect Loan Agreement) (each such amount so released or distributed, the “Surplus Amount”); or (2) (A) if the amounts on deposit in the Project Completion Account (as defined in the ECCA) are insufficient to (x) fund the actual costs and expenses (including the costs and expenses of or related to any Delayed Turbines (as defined in the ECCA)) necessary to achieve Final Completion (as defined in the ECCA) and (y) pay all Transaction Expenses (as def...

Post-Closing Purchase Price Adjustment means the determination of the Final Purchase Price in accordance with the rules and procedures provided in Section 2.4.

Examples of Post-Closing Purchase Price Adjustment in a sentence

• Seller shall provide Buyer access to all relevant books and records and supporting documentation in connection with Seller’s preparation of, and shall consult with Buyer in preparing, the Initial Post-Closing Purchase Price Adjustment Statement.

• Br. 30–31.possible.65 SPA Section 2(e) provides the procedure for resolving Impact Confections‘ Final Working Capital: Post-Closing Purchase Price Adjustment.

• At a technical level, the regulations tend to follow a familiar structure, specifying: The regulated food (eg, bread, oil, tomato paste, and may also specify that imported foods as well as domestic products are included); The nutrient to be limited (eg, sodium, industrially produced TFAs); and The limit to be imposed (eg, 2 per cent).

• The resolution by the independent accountants of any dispute concerning the Post-Closing Purchase Price Adjustment shall be final, binding and conclusive upon the parties and shall be the parties' sole and exclusive remedy regarding any dispute concerning the Post-Closing Purchase Price Adjustment.

• Firms might also reward custom- ers who perform well in confusion audits per- formed by third parties.12 The benchmarks against which firm perfor- mance in customer confusion audits ought to be judged depend on which of the bureau’s statutory purposes it is pursuing: transpar- ency, competition, or fairness.

More Definitions of Post-Closing Purchase Price Adjustment

Post-Closing Purchase Price Adjustment means (A) if the Working Capital Deficiency is greater than or equal to the Cash Deficiency, the amount equal to the Final WC Adjustment Amount minus the Working Capital Adjustment Amount as of Closing or (B) if the Cash Deficiency is greater than the Working Capital Deficiency, the amount equal to the Final Cash Adjustment Amount minus the Cash Adjustment Amount as of Closing; provided however that if the number obtained in (A) or (B), as the case may be, is a negative number, the “Post-Closing Purchase Price Adjustment” shall be equal to zero (0).

Post-Closing Purchase Price Adjustment means the post-closing adjustment to the Purchase Price pursuant to Section 2.05.

Post-Closing Purchase Price Adjustment means (A) if the Working Capital Deficiency is greater than or equal to the Cash Deficiency, the amount equal to the Final WC Adjustment Amount minus the Working Capital Adjustment Amount as of Closing or (B) if the Cash Deficiency is greater than the

Post-Closing Purchase Price Adjustment. KUROJINGU GO JOUTO KAKAKU CHOUSEI", has the meaning given to it in CLAUSE 3.2(a).

Post-Closing Purchase Price Adjustment has the meaning given that term in SECTION 2.8.

Post-Closing Purchase Price Adjustment means the post-closing purchase price adjustment as more fully set forth in the Plan Funding Agreement.

Post-Closing Purchase Price Adjustment has the meaning given that term in Section 2.4. 3