Price Adjustment Amount definition

Price Adjustment Amount. As provided in Annex B to this Confirmation. Excess Dividend Amount: For the avoidance of doubt, all references to the Excess Dividend Amount in Section 9.2(a)(iii) of the Equity Definitions shall be deleted.

Price Adjustment Amount has the meaning set forth in Clause 3.2.1.

Price Adjustment Amount has the meaning specified on Schedule N.

Examples of Price Adjustment Amount in a sentence

• Forward Price Adjustment Amount: For each Transaction, as set forth in the related Supplemental Confirmation.

• Divisor Amount: The greater of (i) the Forward Price minus the Forward Price Adjustment Amount and (ii) USD 10.00.

• The Independent Accounting Firm may not award damages or penalties and shall not have authority to address matters not in dispute between the Parties or necessary to the determination of the final Purchase Price Adjustment Amount.

• If ETP, on behalf of the Contributor Parties, delivers an Objection Notice to Acquiror during the Review Period, then ETP, on behalf of the Contributor Parties, and Acquiror shall enter into good faith negotiations and shall attempt to agree on the amount of the actual Purchase Price Adjustment Amount.

• In determining the proper amount of the Purchase Price Adjustment Amount, the Independent Accounting Firm shall not increase the Purchase Price Adjustment Amount more than the increase proposed to be made in the Final Adjustment Statement by ETP, on behalf of the Contributor Parties, nor decrease the Purchase Price Adjustment Amount more than the decrease proposed to be made in the Final Adjustment Statement by Acquiror, as applicable.

More Definitions of Price Adjustment Amount

Price Adjustment Amount has the meaning set forth in Section 2.3(e).

Price Adjustment Amount shall be an amount equal to (A) the lesser of (1) the Maximum Reduction Amount, and (2) (x) if the Adjusted Net Working Capital as finally determined in accordance with Section 2.3(d) (the “Final Adjusted Net Working Capital”) equals or exceeds the Benchmark Adjusted Net Working Capital, zero and (y) if the Benchmark Adjusted Net Working Capital exceeds the Final Adjusted Net Working Capital, the amount of such excess minus (B) the lesser of (1) the Maximum Estimated Reduction Amount, and (2) (x) if Estimated Adjusted Net Working Capital equals or exceeds the Benchmark Adjusted Net Working Capital, zero and (y) if the Benchmark Adjusted Net Working Capital exceeds the Estimated Adjusted Net Working Capital, the amount of such excess. If the Price Adjustment Amount is a negative number (the absolute value of such amount, the “Increase Amount”) then, within five (5) Business Days after the Determination Date, (i) the Escrow Agent shall pay out of the Escrow Funds to the Sellers’ Representative, for the account of Sellers, an amount in cash equal to the amount of the Escrow Funds, and (ii) Buyer shall, or shall cause its designated Affiliate or Affiliates to, pay to the Sellers’s Representative, for the account of Sellers, an amount in cash equal to the Increase Amount (plus interest accrued thereon from the Closing Date to the date of payment calculated at the Applicable Rate. If the Price Adjustment Amount is a positive number (such amount, the “Deficit Amount”), then within five (5) Business Days after the Determination Date, the Escrow Agent shall pay out of the Escrow Funds (x) to Buyer, an amount in cash equal to the lesser of (1) the Deficit Amount (plus interest accrued thereon from the Closing Date to the date of payment calculated at the Applicable Rate) and (2) the amount of the Escrow Funds, and (y) to the Sellers’ Representative, for the account of Sellers, an amount in cash equal to the amount of the Escrow Funds, if any, remaining after disbursement to Buyer of funds pursuant to clause (x) above. If the Price Adjustment Amount is zero the Escrow Agent shall pay out of the Escrow Funds to the Sellers’ Representative, for the account of Sellers, an amount in cash equal to the amount of the Escrow Funds.

Price Adjustment Amount shall have the meaning set forth in Section 4(c).

Price Adjustment Amount shall be the difference between the Adjusted Purchase Price and the Provisional Purchase Price.

Price Adjustment Amount means the amount (which may be positive or negative) by which the Net Working Capital exceeds Two Million One Hundred Twenty One Thousand and Three Hundred and Twenty Six Dollars ($2,121,326), the calculation of which is reflected on Schedule 1.6 hereto (the “Target Working Capital”). “Net Working Capital” means the amount by which (i) the aggregate book value of all Current Assets of the SAP Practice included in the Transferred Assets, net of applicable returns and allowances, determined in accordance with generally accepted accounting principles consistently applied (“GAAP”) (the “SAP Practice Current Assets”), exceeds (ii) the aggregate book value of all Current Liabilities included in the Assumed Liabilities, determined in accordance with GAAP (the “SAP Current Liabilities”). “Current Assets” shall mean the Accounts Receivable, Inventory and Pre-Paid Obligations of the SAP Practice and included in the Transferred Assets. Current Liabilities shall mean the accounts payable, accrued expenses including billable and non-billable expenses, and commissions of the SAP Practice and related equipment leases expenses that are pursuant to Contracts of the SAP Practice.

Price Adjustment Amount means all amounts owing under §2.3 of the Previous Agreement, which is currently estimated to total €359,000; and

Price Adjustment Amount. For each Transaction, as set forth in the related Supplemental Confirmation. Calculation Period: The period from and including the Calculation Period Start Date to and including the Termination Date. Calculation Period Start Date: The first Exchange Business Day immediately following the Hedge Completion Date.