Seller Adjustment Amount definition

Seller Adjustment Amount is defined in Section 2.04(h)(ii).

Seller Adjustment Amount is defined in Section 3.03(h)(ii).

Seller Adjustment Amount has the meaning set forth in Section 2.3(d).

Examples of Seller Adjustment Amount in a sentence

• If there is a positive Seller Adjustment Amount, then within five (5) Business Days following the Final Determination Date, the Buyer shall pay such Seller Adjustment Amount to the Sellers in accordance with their respective Allocable Percentages in immediately available funds using wire transfer instructions as designated in writing by the Sellers’ Representative.

• 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.

• If the Final Purchase Price exceeds the Estimated Purchase Price (such excess amount, the “ Seller Adjustment Amount”), then Purchaser shall pay, or cause to be paid, the Seller Adjustment Amount by wire transfer of immediately available funds to the Seller in accordance with the instructions provided by the Seller.

More Definitions of Seller Adjustment Amount

Seller Adjustment Amount has the meaning set forth in Section 5.6.

Seller Adjustment Amount has the meaning given to such term in the CDS.

Seller Adjustment Amount means the sum of (a) the excess, if any, of the Final Working Capital over the Working Capital Estimate, (b) the excess, if any, of the Estimated Assumed Indebtedness Amount over the Final Assumed Indebtedness and (c) the excess, if any, of the Final Closing Cash over the Estimated Closing Cash.

Seller Adjustment Amount means the amount equal to the product of (x) the Number of Shares and (y) the excess, if any, of the Initial Purchase Price over the Final Settlement Price per Share.

Seller Adjustment Amount has the meaning set forth in SECTION 2.5(f)(ii).

Seller Adjustment Amount shall equal the sum of (i) the amount, if any, by which (A) the Pre-Closing Working Capital exceeds (B) the Adjusted Working Capital and (ii) the amount, if any, by which the Adjusted Closing Other Non-Current Liabilities exceeds $9,450,000. If any component of the calculation of the Buyer Adjustment Amount or the Seller Adjustment Amount results in a number which is less than zero, such component shall be deemed to be zero.

Seller Adjustment Amount has the meaning set forth in Section 1.5(g)(ii).