Total Adjustment Amount definition
Total Adjustment Amount shall have the meaning set forth in Section 2.13(d).
Total Adjustment Amount means (a) the Net Debt Variance Amount (whether positive or negative), plus (b) the Non-Cash Working Capital Variance (whether positive or negative).
Total Adjustment Amount shall be the sum of (i) the applicable ▇▇▇▇▇ Adjustment Amount (as defined in the table below), if any, PLUS (ii) the higher of (A) the applicable S&P Adjustment Amount (as defined in the table below), if any, and (B) the applicable Fitch Adjustment Amount (as defined in the table below), if any. Adjustment Amounts, if any, shall be determined by the Calculation Agent based on the table immediately below and the respective Ratings of ▇▇▇▇▇'▇, S&P and Fitch as of the Interest Determination Date. Neither this paragraph nor the table below shall apply to the first Interest Period. INTEREST RATE ADJUSTMENTS ▇▇▇▇▇'▇ RATING "▇▇▇▇▇ ADJUSTMENT AMOUNT" Baa3 0.000% Ba1 0.500% Ba2 1.000% Ba3 or lower 1.500% S&P RATING "S&P ADJUSTMENT AMOUNT" BBB- 0.300% BB+ 0.800% BB 1.300% BB- or lower 1.800% FITCH RATING "FITCH ADJUSTMENT AMOUNT" BBB- 0.300% BB+ 0.800% BB 1.300% BB- or lower 1.800%
Examples of Total Adjustment Amount in a sentence
The Total Adjustment Amount shall be finally determined pursuant to this Section 1.6 and shall be binding on the parties absent fraud or manifest error.
The Seller will be responsible for paying all Taxes as shown due on such Pre-Closing Seller-Shareholder Prepared Tax Returns; provided, however, that the Seller shall not be responsible for any Taxes to the extent such Taxes were actually taken into account in determining the Total Adjustment Amount, the Purchase Price, or any adjustment thereto.
More Definitions of Total Adjustment Amount
Total Adjustment Amount. (which may be a positive or negative number) means (i) the Shareholder Final Cash Adjustment, if applicable, plus (ii) the Shareholder Final Working Capital Adjustment, if applicable, minus (iii) the HealthStream Final Cash Adjustment, if applicable, minus (iv) the HealthStream Final Working Capital Adjustment, if applicable.
Total Adjustment Amount shall be the sum of (i) the applicable Moody's Adjustment Amount (as defined in the table below), if any, PLUS (ii) the higher of (A) the applicable S&P Adjustment Amount (as defined in the table below), if any, and (B) the applicable Fitch Adjustment Amount (as defined in the table below), if any. Adjustment Amounts, if any, shall be determined by the Calculation Agent based on the table immediately below and the respective Ratings of ▇▇▇▇▇'▇, S&P and Fitch. Interest Rate Adjustments ------------------------- ▇▇▇▇▇'▇ RATING "▇▇▇▇▇ ADJUSTMENT ▇▇▇▇▇▇" ▇▇▇ 0.500% Ba2 0.750% Ba3 or lower 1.000% S&P RATING "S&P ADJUSTMENT AMOUNT" BB+ 0.500% BB 0.750% BB- or lower 1.000% FITCH RATING "FITCH ADJUSTMENT AMOUNT" BB+ 0.500% BB 0.750% BB- or lower 1.000% During each Interest Period, promptly upon a determination that the Interest Rate will be equal to other than 7.95% per annum for a given Interest Period, the Calculation Agent shall notify the Trustee of the applicable interest rate adjustments, the days to which each applicable interest rate applies within the Interest Period, and the Interest Rate expected for the period if there is no further change to the Company's Rating during such Interest Period. Upon the request of a Holder of a Security, the Calculation Agent shall provide to such Holder information to date for the then-current Interest Period regarding the calculation of the Interest Rate for such Interest Period.
Total Adjustment Amount means a positive or negative number equal to the sum of the Net Working Capital Adjustment Amount minus the amount of Company Expenses on the Final Closing Balance Sheet.