Seller 1 Tax Adjustment means a sum of US$1,089,421.
Tax Adjustment has the meaning set forth in Section 4.7.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.
Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).
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.
CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.
SOFR Adjustment means 0.10% (10 basis points) per annum.
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).
Term SOFR Adjustment means a percentage equal to 0.10% per annum.
Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.
Purchase Price Adjustment has the meaning set forth in Section 2.6.
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.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
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.
Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.
Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.
Purchase Price Adjustment Escrow Amount means $500,000.
Estimated Working Capital Adjustment shall have the meaning set forth in Section 2.2(b).
Adjustment Escrow Amount means $1,000,000.
Closing Value means, as of a particular date, the value of a Share determined by the closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable.
Informal adjustment means an agreement reached among the parties, with consultation, but not the consent, of the victim of the crime or other persons specified in KRS 610.070 if the victim chooses not to or is unable to participate, after a petition has been filed, which is approved by the court, that the best interest of the child would be served without formal adjudication and disposition;
After Tax Amount means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.
Base taxable value means the agreed value specified in a resolution or interlocal agreement under Subsection 17C-1-102(8) from which tax increment will be collected.