Pre-Closing Adjustment Amount definition

Pre-Closing Adjustment Amount means: (A) the Aggregate Merger Consideration, minus (B) the Estimated Trust Certificate Purchase Price, plus (C) the absolute value of all Reimbursable Liabilities, minus (D) all cash or cash equivalents reflected on the Estimated Pro Forma Balance Sheet (excluding any cash and cash equivalents taken into account in determining the Estimated Trust Certificate Purchase Price),
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Pre-Closing Adjustment Amount means an amount equal to the Pre-Closing Development Cost Adjustment, plus the amount of the Initial Pre-Opening Cost Adjustment, minus the Pre-Closing Residential Proceeds Adjustment. If the Pre-Closing Adjustment Amount is a positive number, the DW’s Initial Capital Contribution shall be reduced by an amount equal to the Pre-Closing Adjustment Amount, and the initial Gross Asset Value of MGM’s Initial Capital Contribution shall be decreased in an amount equal to two hundred percent (200%) of the amount of the Pre-Closing Adjustment Amount. If the Pre-Closing Adjustment Amount is a negative number, then DW shall be required to contribute cash in addition to DW’s Initial Capital Contribution in an amount equal to the Pre-Closing Adjustment Amount, and the initial Gross Asset Value of MGM’s Initial Capital Contribution shall be increased in an amount equal to two hundred percent (200%) of the absolute value of the Pre-Closing Adjustment Amount.
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Pre-Closing Adjustment Amount has the meaning set forth in Section 3.2(b)(iii)(2)(D) hereof.
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Examples of Pre-Closing Adjustment Amount in a sentence

  • At the Closing (as defined herein), Purchaser shall pay to Seller the Closing Payment plus the Pre-Closing Adjustment Amount (as defined in subsection 2.5(a)).

  • If the Pre-Closing Adjustment Amount is a negative number, then DW shall be required to contribute cash in addition to DW’s Initial Capital Contribution in an amount equal to the Pre-Closing Adjustment Amount, and the initial Gross Asset Value of MGM’s Initial Capital Contribution shall be increased in an amount equal to two hundred percent (200%) of the absolute value of the Pre-Closing Adjustment Amount.

  • If the Pre-Closing Adjustment Amount is greater than the Closing Adjustment Amount, then Buyer shall pay to CBNA the amount of such excess.

  • If the Pre-Closing Adjustment Amount is less than the Closing Adjustment, the CBNA shall pay to Buyer the amount of such deficit.

  • If the Pre-Closing Adjustment Amount is a positive number, the DW’s Initial Capital Contribution shall be reduced by an amount equal to the Pre-Closing Adjustment Amount, and the initial Gross Asset Value of MGM’s Initial Capital Contribution shall be decreased in an amount equal to two hundred percent (200%) of the amount of the Pre-Closing Adjustment Amount.

  • In the event that the Closing Adjustment Amount is greater than the Pre-Closing Adjustment Amount, CSI is obligated to pay or cause to pay the Vendor the difference within five Business Days after final determination of the Closing Adjustment Amount, and vice versa.

  • Section 7.04(c)(i) Pre-Closing Adjustment Amount...................................................

  • After considering the Buyer's objections, the Sellers, acting reasonably and in good faith, shall make such revisions to the Pre-Closing Adjustment Statement with which they agree not less than two days prior to the Closing, and the Pre-Closing Adjustment Amount shall be based upon the amount set forth in the Sellers' revised Pre-Closing Adjustment Statement.

  • Prior to the Closing Date, the parties shall mutually agree on the value of certain assets listed on Schedule 1.1(a)(xvii) (the "Pre-Closing Adjustment Amount"), at which time, the consideration to be paid by Buyer under Section 1.2 hereof will be increased by the Pre-Closing Adjustment Amount.

  • Any prepaid Taxes or estimated Tax payments made by a Target or a Subsidiary (or by the Sellers on behalf of a Target or a Subsidiary) on or prior to the Closing Date shall be allocated to the Sellers in determining the Sellers' obligations hereunder (including any Pre-Closing Adjustment Amount or Final Adjustment Amount).


More Definitions of Pre-Closing Adjustment Amount

Pre-Closing Adjustment Amount shall be an amount equal to: (A) if the Pre-Closing Working Capital Amount is equal to or greater than the Target Working Capital Amount, then $0; or (B) if the Pre-Closing Working Capital Amount is less than the Target Working Capital Amount, then (i) the Target Working Capital Amount, minus the Pre-Closing Working Capital Amount.
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Pre-Closing Adjustment Amount shall have the meaning set forth in Section 2.5(c).
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Pre-Closing Adjustment Amount. Section 2.2(b)
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Pre-Closing Adjustment Amount means the difference between the Estimated Working Capital and the Benchmark Working Capital, which, if a positive number shall be added to the Purchase Price, and if a negative number shall be subtracted from the Purchase Price.
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Pre-Closing Adjustment Amount means: (A) the Aggregate Merger Consideration, minus (B) the Estimated Trust Certificate Purchase Price, plus (C) the absolute value of all Reimbursable Liabilities, minus (D) all cash or cash equivalents reflected on the Estimated Pro Forma Balance Sheet (excluding any cash and cash equivalents taken into account in determining the Estimated Trust Certificate Purchase Price), plus (E) $16,300,000.00, The Parties hereby acknowledge and agree that, pursuant to Section 4.10 of the Purchase Price Adjustment Agreement, a new Section 3.3 of the Purchase Price Adjustment Agreement is hereby inserted as follows:
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Pre-Closing Adjustment Amount means (x) the total Other Assets, minus (y) the total Other Liabilities, minus (z) the Partner Priority Return Adjustment Amount, all as shown on the Pre-Closing Adjustment Statement.
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Related to Pre-Closing Adjustment Amount

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

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

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • 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).

  • 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;

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • 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.

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

  • 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.

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

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Closing Amount has the meaning set forth in Section 2.2(a).

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

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

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

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

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Closing Payment has the meaning set forth in Section 2.2(a).