Adjustment Procedure Sample Clauses
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Adjustment Procedure. (a) Seller shall, with the cooperation of Buyer and the Company, prepare a balance sheet of the Company as of the close of business on the day immediately preceding the Closing Date (the "CLOSING BALANCE SHEET"), it being understood that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth (the "NET WORTH CALCULATION"), to Buyer within ninety (90) days following the Closing Date.
(b) If within thirty (30) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Buyer has not given Seller written notice of its objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection), then the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall be final, binding and conclusive on the parties and used to compute the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created.
(c) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independe...
Adjustment Procedure. (i) Arcelor shall prepare financial statements (“Closing Financial Statements”) of the Group Members as of the Closing Date and for the period from January 1, 2007 through the Closing Date on the same basis and applying the same accounting principles, policies and practices that were used in preparing such audited consolidated financial statements as of December 31, 2006 and for the year then ended. The Closing Financial Statements so prepared shall include a balance sheet entry for Taxes (other than value-added taxes) payable by the Group Members (net of expected refunds) at the Closing Date, which entry shall not include or reflect any amount attributable to any deferred Tax asset or deferred Tax liability (the “Accrued Tax Liability”).
(ii) Arcelor shall then determine the Closing Working Capital based upon the Closing Financial Statements and using the same methodology that was used to calculate the Required Working Capital. Arcelor shall then determine the Adjustment Amount based upon the Closing Working Capital, the Required Working Capital and the Accrued Tax Liability. Arcelor shall deliver the Closing Financial Statements and its determination of the Adjustment Amount to Noble not later than sixty days after the Closing Date. Noble shall cause the Group Members to furnish to Arcelor such other documents and information as Arcelor may reasonably request in connection with Arcelor’s preparation of the Closing Financial Statements and Arcelor’s determination of the Adjustment Amount.
(iii) If, thirty days after delivery of the Closing Financial Statements and the determination of the Adjustment Amount, Noble has not given Arcelor written notice of objection to such determination (which notice shall state the basis of Noble’s objection), then the Adjustment Amount as determined by Arcelor shall be binding and conclusive on the parties.
(iv) If Noble gives Arcelor timely notice of objection, however, and if Arcelor and Noble fail to resolve the issues outstanding with respect to the Closing Financial Statements and the determination of the Adjustment Amount by the thirtieth day after Arcelor’s receipt of Noble’s objection notice, then Arcelor and Noble shall submit the issues remaining in dispute to PricewaterhouseCoopers LLP, independent public accountants (the “Neutral Accountants”), for resolution applying the principles, policies and practices referred to in subsection (i) of this Section. If issues are submitted to the Neutral Accountants for reso...
Adjustment Procedure. Estimates. The Additional Charges specified in Paragraph 5.1 shall be determined and paid as follows:
(A) During each calendar year subsequent to the Base Year, Landlord shall give Tenant written notice of its estimate of any increased amounts payable under Paragraph 5.1 for that calendar year. On or before the first day of each calendar month during the calendar year, Tenant shall pay to Landlord one-twelfth (1/12th) of such estimated amounts; provided, however, that, not more often than quarterly, Landlord may, by written notice to Tenant, revise its estimate for such year, and subsequent payments by Tenant for such year shall be based upon such revised estimate.
(B) Within ninety (90) days after the close of each calendar year or as soon thereafter as is practicable, Landlord shall deliver to Tenant a statement of that year's actual Applicable Taxes and Operating Expenses, as determined and certified by Landlord (the "Landlord's Statement") and such Landlord's Statement shall be binding upon Landlord and Tenant, except as provided in Paragraph 5.4 below. If the amount of the actual Tax and Operating Expenses is more than the estimated payments for such calendar year made by Tenant, Tenant shall pay the deficiency to Landlord upon receipt of Landlord's Statement. If the amount of the actual Tax and Operating Expenses is less than the estimated payments for such calendar year made by Tenant, any excess shall be credited against Rent (as hereinafter defined) next payable by Tenant under this Lease or, if the Lease Term has expired, any excess shall be paid to Tenant. No delay in providing the statement described in this subparagraph (B) shall act as a waiver of Landlord's right to payment under Paragraph 5.1.
(C) If this Lease shall terminate on a day other than the end of a calendar year, the amount of the Tax and Operating Expense Adjustment to be paid pursuant to Paragraph 5.1 that is applicable to the calendar year in which such termination occurs shall be prorated on the basis of the number of days from January 1 of the calendar year to the termination date bears to 365. The termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to Paragraph 5.1 to be performed after such termination.
Adjustment Procedure. Where no decision of record by the National Board exists, the settlement of jurisdictional disputes with other Building Trades Organizations shall be adjusted in accordance with the procedure established by the National Joint Board or any successor agency of the Building Trades Department.
Adjustment Procedure. Payment of the Closing Estimated Purchase Price..
Adjustment Procedure. 39 6.10 Gift Certificates.............................................................................40
Adjustment Procedure. Not less than two Business Days prior to the Closing Date, Contributor Representative and CBL/OP shall agree upon a schedule of the allocation of costs and expenses to be made in accordance with Section 5.9 above and the prorations to be made in accordance with this Article VI (the "Proration and Expense Schedule"), which Proration and Expense Schedule shall be executed by Contributor Representative and CBL/OP, become a schedule to the closing statement described in Sections 5.4.7 and 5.6.4 (the "Closing Statement") and utilized for purposes of making the adjustments to the Total Consideration at Closing for closing costs and prorations. As soon as practicable following the Closing (but in no event later than the first anniversary of the Closing, except that with respect to Real Estate Taxes, in no event later than fifteen (15) business days after receipt of the actual tax bill attributable for the calendar year 2005), Contributors and C▇▇/▇P shall reprorate the income and expenses set forth in this Article VI based upon actual bills or invoices received after the Closing (if original prorations were based upon estimates) and any other items necessary to effectuate the intent of the parties that all income and expense items be prorated as provided above in this Article VI. Any reprorated items shall be promptly paid to the party entitled thereto. Any payment by the Contributors to CBL/OP pursuant to the preceding sentence shall be in cash on behalf of all Contributors, whether or not any Contributor elects to receive K-SCUs rather than Cash Consideration. Any errors or omissions in computing adjustments at the Closing shall be promptly corrected, provided that the party seeking to correct such error or omission shall have notified the other party of such error or omission no later than the first anniversary of the Closing. The provisions of this Article VI shall survive the Closing.
Adjustment Procedure. Purchaser must first seek payment of the Adjustment Amount from the Closing Cash Payment, thereafter pursuant to the right of set-off under the Option Agreement and thereafter from Seller. Such payment from Seller, if any, will be made within five business days after the final determination of the number of Option Shares (as defined in the Option Agreement) that vest pursuant to Section 2.4 of the Option Agreement.
Adjustment Procedure. In the event that the Company determines that any Payment would constitute an Excess Parachute Payment, the Company will provide to the Executive, within thirty (30) days after the Executive's employment termination date, an opinion of a nationally recognized certified public accounting firm mutually selected by the Company and the Executive (the "Accounting Firm") that the Executive will be considered to have received Excess Parachute Payments if the Executive were to receive the full amounts described pursuant to this Agreement or otherwise and setting forth with particularity the smallest amount by the which the Payments would have to be reduced to avoid the imposition of any excise tax or the denial of any deduction pursuant to Code Sections 280G and 4999. The Payments shall be adjusted, in the order of priority designated by the Executive in written instructions, to the minimum extent necessary so that none of the Payments, in the opinion of the Accounting Firm, would constitute an Excess Parachute Payment. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. All fees and expenses of the Accounting Firm shall be borne by the Company.
Adjustment Procedure. Upon each Actual Issuance of Common Stock or Deemed Issuance of Common Stock ("Issuance of Common Stock") after May 1, 1999, for no consideration or for a consideration per share less than the Warrant Price (a "Dilutive Issuance"), then, concurrent with the closing of the Dilutive Issuance, the number of Shares issuable upon the exercise of this Warrant shall be increased by the number of shares of Common Stock determined under the following formula: X= (BxA)-(BxC) ----------- C Where: X= The increase in the number of Shares acquirable hereunder B= The Shares acquirable hereunder immediately prior to the Issuance of Common Stock A= The Warrant Price in effect immediately prior to the Issuance of Common Stock For purposes hereof, the Adjusted Share Value, upon the closing of any Issuance of Common Stock, shall be the amount equal to the sum of(i) the amount obtained by multiplying the Common Stock Outstanding immediately prior to the Issuance of Common Stock by the Warrant Price in effect immediately prior to the Issuance of Common Stock, and (ii) the Aggregate Consideration that the Company receives from the Issuance of Common Stock, and dividing the resulting sum by the Common Stock Outstanding immediately after the Issuance of Common Stock. Upon each Issuance of Common Stock described in this subsection (d), the Warrant Price shall be adjusted to the Adjusted Share Value resulting from such Issuance of Common Stock.