Upward Adjustments definition

Upward Adjustments has the meaning set forth in Section 2.2.2.
Sample 1

Examples of Upward Adjustments in a sentence

  • Upward Adjustments.........................................................................

  • Provided that, SELLER shall be entitled to an Upward Adjustment under this Section 5.5.6 only to the extent that the total of all such Upward Adjustments under this Section 5.5.6 exceeds $100,000.

  • Calculation of Defect Amount; Upward Adjustments 13 Section 8.1. Procedures.

  • 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).

  • The Independent Expert, with regard to any disputes regarding Defective Interests, Defective Interest Values, Upward Adjustments, Conditions, Environmental Defect Values, the cure of Defective Interests or Conditions, shall be selected upon his field of expertise with the mutual agreement of Buyer and Seller and shall have both knowledge and experience involving properties in the regional area in which the properties are located.

  • Seller and Buyer shall endeavor to agree upon the amount of such increase in value occasioned by such inaccuracy ("Upward Adjustments") which shall be based upon the proportionate increase in the Net Revenue Interest multiplied by the Allocated Value of such Property or if there is no Allocated Value, by mutual agreement.

  • Seller and Buyer shall endeavor to agree upon the amount of such increase in value occasioned by such inaccuracy ("Upward Adjustments") by mutual agreement.

  • 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 Upward Adjustments

  • 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:

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

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

  • 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.

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

  • 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;

  • Daily Adjusting LIBOR Rate means, for any day, a per annum interest rate which is equal to the quotient of the following:

  • Substitution Adjustment Amount As defined in Section 2.03.

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

  • Interest Adjustment Rate means the interest adjustment rate assigned to the Security. The initial Interest Adjustment Rate is the interest adjustment rate specified in the Table (the "Initial Interest Adjustment Rate").The Issuer may adjust, in its reasonable discretion pursuant to §315 BGB and in consideration of the relevant capital market practice and by acting in good faith (including market interest rates and the interest-rate expectations of the market), the Interest Adjustment Rate, including the Initial Interest Adjustment Rate, on any Scheduled Trading Day within the range (deviation (+) or (-)) specified in the Table for any given Security. The adjusted rate will be published without undue delay in accordance with §12.

  • 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;

  • 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.

  • 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.

  • 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.

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

  • Central Bank Rate Adjustment has the meaning given to that term in the Reference Rate Terms.

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

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

  • Credit Adjustment shall have the meaning specified in Section 3.02.

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

  • 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.

  • 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.

  • 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).

  • Adjustment Fraction shall have the meaning set forth in Section 11(a)(i) hereof.