Closing Net Asset Adjustment Sample Clauses

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Closing Net Asset Adjustment. (a) Within 60 days following the Closing Date, ABX shall prepare and deliver to the Sellers Representative an unaudited consolidated balance sheet of Cargo as at the Closing Date (the “Proposed Closing Balance Sheet”), which shall include a statement of the net asset value (the “Proposed Net Asset Value”) of the Acquired Companies as reconciled to the Proposed Closing Balance Sheet (“Proposed Net Asset Value Statement”). The Proposed Closing Balance Sheet and Proposed Net Asset Value Statement shall in each case be calculated in accordance with the Net Asset Value Accounting Principles and Practices. (b) (i) The Sellers Representative shall have 30 days after the receipt of the Proposed Closing Balance Sheet and Proposed Net Asset Value Statement (the “Review Period”) to review the Proposed Closing Balance Sheet, the Proposed Net Asset Value Statement and the work papers and other documents generated or reviewed by ABX in connection with, and the books and records of the Acquired Companies related to, the preparation of the Proposed Closing Balance Sheet and the Proposed Net Asset Value Statement.
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Closing Net Asset Adjustment. (1) No later than ninety (90) calendar days after the Closing, JV Corp, at its cost and expense, shall prepare and deliver to FMB a consolidated balance sheet of the Company and the Subsidiaries as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), prepared in accordance with GAAP applied on a basis consistent with the Company’s and the Subsidiaries’ past practices, and shall prepare and deliver to FMB a statement of its calculation of the Closing Net Assets as of the close of business on the Closing Date (together with the Closing Date Balance Sheet, the “JV Corp Computation”). FMB shall cooperate with JV Corp and make available to JV Corp such assistance, information and materials as JV Corp may reasonably request in connection with its preparation of the JV Corp Computation. (2) If FMB objects to the JV Corp Computation provided to it by JV Corp, then within thirty (30) calendar days of its receipt of the JV Corp Computation, FMB shall give written notice (the “FMB Notice”) to JV Corp with a detailed statement describing its objections to JV Corp’s determination of such figures and specifying its determination of such figures (the “FMB Computation”). During such thirty-day period, FMB and its accountants shall be entitled to review all work papers, schedules and supporting materials of JV Corp and its accountants related to the preparation of the JV Corp Computation. If JV Corp has not received the FMB Notice within such thirty-day period, FMB shall be deemed to have no objection to the JV Corp Computation and the JV Corp Computation shall become final and binding on the Parties hereto as the Closing Net Assets for all purposes of this Agreement. JV Corp and FMB shall negotiate in good faith to resolve any disputes regarding the JV Corp Computation as promptly as practicable. If JV Corp and FMB are unable to resolve all disputes within thirty (30) calendar days of receipt by JV Corp of the FMB Notice, then only the unresolved disputes shall be submitted to an independent certified public accounting firm selected by FMB and JV Corp (the “Independent Accountant”) for determination in the manner set forth in this Agreement. JV Corp and FMB shall be entitled to provide the Independent Accountant with supporting documentation in connection with resolution of such disputes. The Independent Accountant shall, within thirty (30) calendar days of its engagement, provide a final and conclusive resolution of all unresolved disputes rel...
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Closing Net Asset Adjustment. Upon determination of the Closing Net Assets, as concurred with by the Shareholder Representative or as finally resolved in the manner set forth above, Buyer shall promptly pay to each Holder such Holder’s Pro Rata Share of the greater of (i) the excess, if any, of the Closing Net Assets over the Estimated Net Assets, and (ii) the excess, if any, of the Closing Net Assets over Two Million Dollars ($2,000,000); such payment, if any, shall be delivered by corporate check of Buyer to the address specified for such Holder on the Closing Consideration Exhibit or otherwise by such Holder in writing, or by wire transfer if specified in the Closing Consideration Exhibit or by such Holder in writing. If the Closing Net Assets, as concurred with by the Shareholder Representative or as finally resolved in the manner set forth above, is less than the Estimated Net Assets, then Buyer may offset, against the Holdback Amount, an amount equal to such difference.
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Related to Closing Net Asset Adjustment

  • ECONOMIC ADJUSTMENT Beginning twelve (12) months after the effective date of this Contract and for every annual anniversary thereafter, the prices set forth in Exhibit B – Prices for Equipment Rental shall be adjusted, based upon the percent changes (whether up or down) in the United States Department of Labor, Bureau of Labor and Statistics (BLS) indices described below, for the most recent year. Economic adjustment shall lag one (1) calendar quarter past the Contract commencement date to allow for publication of BLS data. All calculations for the index shall be based upon the latest version of data published as of the most recent quarter. Prices shall be adjusted on the quarter following the price adjustment. Price adjustments will be made in accordance with the percentage change in the United States Department of Labor, Bureau of Labor and Statistics (BLS) Producer Price Index (PPI), for Construction, Mining, and Forestry Machinery and Equipment Rental and Leasing Industry, NAICS 532412, issued for the prior 12 months of each contract term. The percentage difference in the PPI for the prior 12 months will determine the maximum allowable adjustment of original contract prices. No retroactive contract price adjustments shall be allowed. If an index is recoded (i.e., the recoded index is a direct substitute for the prior index according to the BLS), this Contract will use the recoded index, as applicable. If an index becomes unavailable, Enterprise Services shall substitute a proxy index. If there is not a direct substitute, the next higher aggregate index available will be used. The economic adjustment shall be calculated as follows: New Price = Old Price x (Current Period Index/Base Period Index). Contractor shall not make contract extensions contingent on price adjustments.

  • Market Adjustment The parties to this Agreement recognize the appropriateness of market pay adjustments in rare instances for compelling reasons. To effectuate judgments in such cases, the President and AAUP Chapter President, in consultation, shall each name three (3) individuals to a university Market Evaluation Committee. Deans may submit recommendations for market pay adjustments with supporting written reasons to the committee. Said Committee shall consult with the President concerning proposed market pay adjustments reporting its advice not later than May 15 in each year. Upon the favorable recommendation of the President and the Chancellor, market pay adjustments may be approved effective at the beginning of that pay period including September 1 of the following year. Not more than one (1) market pay adjustment per one hundred (100) full-time members, or fraction thereof, may be recommended in any contract year. A member’s salary may not be increased beyond the maximum for the rank. Funding for this program shall be governed by Article 12.10.2.

  • Tax Adjustment Tenant shall pay as additional rent for each Calendar Year that amount (the "TAX ADJUSTMENT AMOUNT") which is Tenant's Proportionate Share of the amount by which the Taxes incurred with respect to such Calendar Year exceed the Tax Base Amount. The Tax Adjustment Amount with respect to each Calendar Year shall be paid in monthly installments, in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. Following the close of each Calendar Year, Landlord shall cause the amount of the Tax Adjustment Amount for such Calendar Year to be computed based on Taxes for such Calendar Year and Landlord shall deliver to Tenant a statement of such amount and Tenant shall pay any deficiency as shown by such statement to Landlord within 30 days after receipt of such statement. If the total of the estimated monthly installments paid by Tenant during any Calendar Year exceeds the actual Tax Adjustment Amount due from Tenant for such Calendar Year, then, at Landlord's option such excess shall be either credited against payments next due hereunder or refunded by Landlord, provided Tenant is not then in default hereunder. The amount of any refund of Taxes received by Landlord shall be credited against Taxes for the year in which such refund is received. In determining the amount of Taxes for any year, the amount of special assessments to be included shall be limited to the amount of the installment (plus any interest payable thereon) of such special assessment required to be paid during such year as if the Landlord had elected to have such special assessment paid over the maximum 4. period of time permitted by law; if the authority to whom such assessment is to be paid shall not permit such assessment to be paid in installments, the amount of such assessment shall be treated as being amortized over such number of calendar years, beginning with the Calendar Year in which the assessment is payable, as Landlord shall reasonably determine, with interest at the rate of 15% per annum on the unamortized amount, and such amortization and interest for each Calendar Year shall be included in Taxes for that Calendar Year.

  • Closing Adjustment (A) with the actual amount paid at the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained in the Assets Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by Seller and made part of the final determination of the adjustment, if any, to be made to the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following the Closing, the Sellers shall prepare and deliver to the Buyer an inventory determination (the "Inventory Determination") comparing the cost of the Inventory as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred on the Closing Date. The Buyer shall notify the Sellers in writing of any disputed items contained in the Inventory Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by the Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items within thirty (30) days after the Buyer's notification thereof, then the amount of the disputed items shall be determined by the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final Statement.

  • Economic Price Adjustment is the adjustment to the Aircraft Basic Price (Base Airframe, Engine and Special Features) as calculated pursuant to Exhibit D.