Downward Adjustments definition

Downward Adjustments has the meaning set forth in Section 2.2.3.
Sample 1

Examples of Downward Adjustments in a sentence

  • On November 2, 2020, assuming all amounts necessary to satisfy the aggregate Excess Downward Adjustments for the Periods commencing on the Closing Date and ending on November 2, 2020, have been released to Purchaser Guarantor, Acurity and Purchaser Guarantor shall jointly instruct the Escrow Agent in writing to release all funds then remaining in the Downward Adjustment Escrow Account to an account specified in writing by Acurity.

  • The Parties have agreed upon and delivered to each other a detailed breakdown of the Upward Adjustments and Downward Adjustments attributable to the DRI Assets (other than the Retained Interests) and the XTO Assets, respectively, which breakdown is based on the amount provided in the applicable Estimated Settlement Statement (except with respect to any amounts related to Title Defects, Environmental Defects and Title Benefits affecting such Assets, which treatment is further described herein).

  • ASSIGNOR has delivered to ASSIGNEE the Preliminary Settlement Statement in accordance with Section 2.2.1 of the Purchase and Sale Agreement containing a detailed breakdown of Upward Adjustments and Downward Adjustments.

  • DRI has delivered to XTO and the Parties have agreed upon a detailed breakdown of the Upward Adjustments and Downward Adjustments attributable to the Retained Interests and the Additional Xxxxx, which breakdown is based on the amount provided in the applicable Estimated Settlement Statement (except with respect to any amounts related to Title Defects and Title Benefits affecting such Assets, which treatment is further described herein).

  • Purchase and Sale; Purchase Price 1 1.1. Title and Environmental Defects 1 1.2. Preferential Purchase Rights; Required Consents 5 1.3. Gas Imbalances 7 1.4. Casualty Loss 7 1.5. Certain Upward Adjustments 7 1.6. Certain Downward Adjustments 7 1.7. Closing Date Estimates 8 1.8. Final Accounting 8 1.9. Payments 9 2.

Related to Downward Adjustments

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

  • Inflation adjustment means that term as defined in the master settlement agreement.

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

  • 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.

  • Adjustments are all discounts, allowances, returns, disputes, counterclaims, offsets, defenses, rights of recoupment, rights of return, warranty claims, or short payments, asserted by or on behalf of any Account Debtor for any Financed Receivable.

  • Market Value Adjustment means, on a given date, an amount equal to the lesser of (x) 98% and (y) a percentage determined according to the following formula: Market Value Adjustment = 98% – [(10yrCMTt – 10yrCMTlaunch) ×Duration], where 10yrCMTt = the 10-Year Treasury Constant Maturity Rate published each business day by the Board of Governors of the Federal Reserve System, or, if such rate ceases to be published, a successor rate reasonably determined by the Trustees (the “10-Year CMT”), on such repurchase date; 10yrCMTlaunch = the 10-Year CMT as of the end of the Initial Offering Period; and Duration = an estimate of the duration of the periodic interest payments of a hypothetical coupon-paying U.S. Government Security with a 25-year maturity, calculated by the Trust’s Investment Manager as of the end of the Initial Offering Period;

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Capitalization Adjustment means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

  • Substitution Adjustment Amount As defined in Section 2.03.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Buy In Adjustment Amount shall have the meaning specified in Section 6.

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • Substitution Adjustment As defined in Section 2.03(d) hereof.

  • Dilution Adjustment means any fraction or number by which the Exchange Rate shall be multiplied pursuant to Section 6.1(a), (b), (c) or (d).

  • 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;

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Adjustment Price means the lowest Underlying Price within the Adjustment Period after the Underlying Price is for the first time equal to or below the Adjustment Threshold.

  • 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.

  • Adjustment means each form of adjustment to consideration provided for in this clause.The parties acknowledge that the consideration under this Contract is inclusive of GST, where GST is calculated using the GST rate at the time of forming this Contract.The Contractor shall provide the Recipient with a Tax Invoice and/or adjustment notes in relation to the supply prior to an amount being paid by the Recipient under this Contract, and shall do all things reasonably necessary to assist the Recipient to enable it to claim and obtain any Input Tax Credit available to it in respect of a Supply.Where the GST rate is changed after the date of formation of this Contract the consideration under this Contract will be increased or decreased so that the consideration remains inclusive of GST, with GST calculated using the new GST Rate from the date of the change of the GST Rate that applies at the date of formation of this Contract. PrivacyFor the purposes of this Clause unless the context otherwise requires:

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • ISDA Fallback Adjustment means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

  • SOFR Adjustment means 0.10% (10 basis points).

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Adjusted means lost values are not included in the calculation of the prior year’s taxes and new values are not included in the current year’s taxable values.

  • Contract Adjustment Payments means amounts payable by the Company on each Contract Adjustment Payment Date in respect of each Purchase Contract, at a rate per year of 2.725% on the Stated Amount per Purchase Contract.