Determination of Adjustment Amount Clause Samples
Determination of Adjustment Amount. (a) At least two Business Days prior to the Closing, the Sellers shall prepare and deliver to Buyer:
(i) an estimated balance sheet of the Business as of the Financial Effective Time (the “Estimated Closing Balance Sheet”) for informational purposes only, which shall reflect the Sellers’ best estimate of the Purchased Assets and Assumed Liabilities as of immediately prior to the Financial Effective Time, prepared in accordance with the standards for the preparation of the balance sheet of the Business included in the Financial Statements and shall include an estimate of the Prorated Amounts;
(ii) a certificate signed by the chief financial officer of GPII (the “Closing Date Consideration Calculation Certificate”) setting forth (1) based on the definition of Assumed Net Debt contained herein, the Sellers’ best estimate of the Assumed Net Debt (the “Estimated Assumed Net Debt”) and (2) the Sellers’ calculation of the Closing Payment based on the Estimated Assumed Net Debt.
(b) Within 30 calendar days after the Closing, the Sellers shall prepare and deliver to Buyer:
(i) an estimated balance sheet of the Business as of the Financial Effective Time (the “Closing Balance Sheet”) for informational purposes only, which shall reflect the Sellers’ best estimate of the Purchased Assets and Assumed Liabilities as of immediately prior to the Financial Effective Time, prepared in accordance with the standards for the preparation of the balance sheet of the Business included in the Financial Statements;
(ii) a certificate signed by the chief financial officer of GPII (the “Post-Closing Assumed Net Debt Certificate”) setting forth based on the definition of Assumed Net Debt contained herein, the Sellers’ best estimate of the Assumed Net Debt; and
(iii) a certificate (the “Proration Certificate”) signed by the chief financial officer of GPII setting forth (1) all deposits made and other pre-paid expenses incurred by Sellers with respect to the Owned Real Property for the period of time after the Financial Effective Time which is to be allocated to Buyer in accordance with Section 2.08, (2) Sellers’ estimate of the expenses incurred by Buyer with respect to the Owned Real Property for the period of time before the Financial Effective Time which is to be allocated to Sellers in accordance with Section 2.08 and (3) compensation earned by hourly Business Employees between the Financial Effective Time and the Closing Date and paid by Sellers which is to be allocated to Buyer i...
Determination of Adjustment Amount. If the Purchase Price calculated using the Preliminary Statement exceeds the Purchase Price calculated using the Final Closing Statement, Seller shall pay to Buyer, in accordance with Section 3.4(e)(i), an amount equal to such excess. If the Purchase Price calculated using the Preliminary Statement is less than the Purchase Price calculated using the Final Closing Statement, Buyer shall pay to Seller, in accordance with Section 3.4(e)(ii), an amount equal to such deficiency. The amount of the payment to be made by Buyer or Seller, as applicable, pursuant to this Section 3.4(d) shall be referred to as the "Adjustment Amount", examples of which are set forth on Exhibit C, Examples 3.4. The Adjustment Amount shall be paid by Seller or Buyer, as applicable, in accordance with Section 3.4(e) within ten (10) Business Days of the determination of the Final Closing Statement (such tenth (10th) Business Day, the "Post-Closing Payment Date").
Determination of Adjustment Amount. The Minimum Annual Rent shall be adjusted during the Renewal Term as follows: The base for computing the adjustment shall be the Consumer Price Index for the Washington DC metropolitan area consumers for the United States, published by the United States Department of Labor, Bureau of Labor Statistics, which is in effect on the Commencement Date (hereinafter referred to in this Section 6 as “Initial Term Index”). The Index published for the March most immediately preceding the adjustment date in question (hereinafter referred to in this Section 6 as “Extension Index”) shall be the amount of the adjustment.
Determination of Adjustment Amount. (i) Within 90 days after the Closing Date, Buyer shall prepare and deliver to Seller a statement setting forth its calculation of (i) Closing Net Working Capital, (ii) the Closing Net Working Capital Adjustment Amount, (iii) Closing Indebtedness, (iv) Closing Cash, (v) Transaction Expenses and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with the Accounting Principles and the defined terms used in this Section 1.07.
(ii) Seller shall have 30 days after its receipt of the Final Closing Statement (the “Review Period”) to review the Final Closing Statement. During the Review Period, Buyer shall cause the Company to provide Seller and its Representatives reasonable access to the books and records of the Company, the personnel of, and work papers (subject to the execution of customary work paper access letters if requested) prepared by, Buyer, the Company and each of its Representatives to the extent that they relate to the Final Closing Statement and to historical financial information (to the extent in the possession of the Company) relating to the Final Closing Statement as Seller may reasonably request for the purpose of reviewing the Final Closing Statement and to prepare a Statement of Objections, provided that such access shall be in a manner that does not materially interfere with the normal business operations of Buyer or the Company.
(iii) On or prior to the last day of the Review Period, Seller may object to the Final Closing Statement by delivering to Buyer a written statement (the “Statement of Objections”) setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement (including for each component of the calculations, the amount of the Seller’s calculation of such component and reasons for the difference). Any items not disagreed with in the Statement of Objections will be deemed to have been accepted by Seller. If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, then the Final Closing Statement (including the determinations included therein) shall be deemed to have been accepted by Seller, which shall be final, binding and conclusive for all purposes hereunder. If Seller delivers to Buyer a Stat...
Determination of Adjustment Amount. On or before the later of (i) March 31 of every Calendar Year, or (ii) the date that is thirty (30) days after Newco has received all information and documentation from Allied, NAE and the Government, if and as applicable, necessary to calculate the Adjustment Amount for the previous Calendar Year, Newco shall deliver to Allied or, with respect to Waiver Damages, the CAMAC Parties, written notice setting forth the actual Adjustment Amount, if any, for the previous Calendar Year and reasonable supporting calculations and documentation. If Allied or, with respect to Waiver Damages, the CAMAC Parties, dispute the Adjustment Amount as set forth in such written notice, then Allied or, with respect to Waiver Damages, the CAMAC Parties, may, within 10 days following receipt of such notice, object thereto by providing Newco written notice of such objection, setting forth in reasonable detail the substance of such dispute (a “Dispute Notice”). Newco shall respond to the Dispute Notice within 10 days following receipt or as extended by mutual agreement (the “Dispute Notice Period”). If Newco and Allied or, with respect to Waiver Damages, the CAMAC Parties, have not agreed to an Adjustment Amount by the end of the Dispute Notice Period, the Parties shall submit such matter to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, located in Houston, Texas, or if such firm no longer exists, then to PricewaterhouseCoopers LLP, located in Houston, Texas (the selected firm is referred to herein as the “Independent Arbitrator”), for review and resolution in accordance with the provisions of this Article III.
(a) The Independent Arbitrator shall make a final and binding determination as to the Adjustment Amount. The Independent Arbitrator’s determination shall be in the form of an opinion as is appropriate under the circumstances and shall confirm that it was rendered in accordance with this Article III.
(b) If the Adjustment Amount as set forth in Newco’s written notice (or if disputed by Allied or the CAMAC Parties, as ultimately determined by the Independent Arbitrator or otherwise) is positive (i.e., if the sum of Newco’s share of Profit Oil and Cost Oil has been reduced as a result of Non-Oyo Operating Costs or Waiver Damages are due to Newco from the CAMAC Parties), then Allied or, with respect to Waiver Damages, the CAMAC Parties, shall, within thirty (30) days of such written notice or determination, as appropriate, pay Newco by wire transfer of immediately available funds, the amount of such Adjust...
Determination of Adjustment Amount. The parties hereto have agreed that the Purchase Price was determined based on the assumption that the Closing Date Net Cash of the Company would be not less than a deficit of Five Hundred Thousand Dollars (-$500,000) and that all Transaction Related Expenses would be paid from the Purchase Price. The Purchase Price shall be adjusted on a dollar-for-dollar basis (the “Post-Closing Adjustment”) to the extent that (i) the Closing Date Net Cash is less (i.e. a larger deficit) than a deficit of Five Hundred Thousand Dollars (-$500,000) and (ii) any Transaction Related Expenses were not included in the Payoff Amount.
Determination of Adjustment Amount. (a) As promptly as ---------------------------------- practicable following the Closing Date (but not later than sixty (60) days after the Closing Date), ▇▇▇▇▇▇ and Nexell California shall cooperate in causing Nexell California to:
(i) prepare, in accordance with GAAP, a balance sheet as of the Closing Date with respect to the Toolbox Products Distribution Business (the "Preliminary Balance Sheet"), -------------------------
(ii) determine the Closing Date Aggregate Net Book Value in accordance with the provisions of this Agreement (such Closing Date Aggregate Net Book Value as determined hereunder being referred to as the "Preliminary Closing Date Aggregate Net Book Value"), and -------------------------------------------------
(iii) deliver to ▇▇▇▇▇▇ a statement, which shall be derived from the Preliminary Balance Sheet, setting forth the Preliminary Closing Date Aggregate Net Book Value (the "Preliminary Accounting Report"). -----------------------------
(b) If ▇▇▇▇▇▇ and Nexell California are unable to agree on the contents of the Preliminary Accounting Report within sixty (60) days after the receipt of the Preliminary Accounting Report by ▇▇▇▇▇▇, ▇▇▇▇▇▇ and Nexell California shall as soon as reasonably practicable (but in no event later than thirty (30) days after such sixty (60) day period has expired), set forth in writing their unresolved issues (the "Disputed Items"). If ▇▇▇▇▇▇ and Nexell -------------- California agree to the contents of the Preliminary Accounting Report, the Preliminary Balance Sheet and the Preliminary Closing Date Aggregate Net Book Value set forth in the Preliminary Accounting Report shall be final and binding as the Balance Sheet and the Closing Date Aggregate Net Book Value, respectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement.
(c) In the event there are Disputed Items, such Disputed Items shall be submitted by the parties to an accounting firm acceptable to both ▇▇▇▇▇▇ and Nexell California (or, if they cannot agree on such selection, a national (big five) accounting firm will be selected by lot after eliminating ▇▇▇▇▇▇'▇ and Nexell's regular outside firm of auditors) and the firm so selected (the "Arbitrator") shall be directed by ▇▇▇▇▇▇ and Nexell California to review the ---------- Disputed Items as promptly as reasonably practicable and, upon completion of such review, to deliver written notice to ...
Determination of Adjustment Amount. The Minimum Annual Rent shall be adjusted during the Permanent Term as follows: The base for computing the adjustment shall be the Consumer Price Index for all urban consumers (base year 1967 = 100) for the United States, published by the United States Department of Labor, Bureau of Labor Statistics, which is in effect on the Commencement Date (hereinafter referred to in this Section 6 as “Initial Term Index”). The Index published most immediately preceding the adjustment date in question (hereinafter referred to in this Section 6 as “Extension Index”) shall be used in determining the amount of the adjustment. If the applicable Extension Index has increased over the Initial Term Index, the
Determination of Adjustment Amount. If the Purchase Price calculated using the Preliminary Statement exceeds the Purchase Price calculated using the Final Closing Statement, Seller shall pay to Buyer, in accordance with Section 3.4(e)(i), an amount equal to such excess. If the Purchase Price calculated using the Preliminary Statement is less than the Purchase Price calculated using the Final Closing Statement, Buyer shall pay to Seller, in accordance with Section 3.4(e)(ii), an amount equal to such deficiency. The amount of the payment to be made by Buyer or Seller, as applicable, pursuant to this Section 3.4(d) shall be referred to as the "Adjustment Amount", examples of which are set forth on Exhibit C, Examples 3.4. The Adjustment Amount shall be paid by Seller or Buyer, as applicable, in accordance with Section
Determination of Adjustment Amount. The Adjustment Amount shall consist of the following:
(1) All benefits, income, costs and expenses of every kind and nature whether accruing, payable or paid and received or receivable in respect of the Hydrocarbon Assets, including Operating Revenues and Charges, shall be adjusted between the Vendor and the Purchaser for the Interim Period in accordance with GAAP. Notwithstanding the generality of the foregoing, the Vendor and the Purchaser acknowledge that the following principles shall apply to adjustments made under this Section 3.02(1) :
(a) Except as expressly provided in this Agreement: (i) the Vendor is entitled to all Operating Revenues attributable to the Hydrocarbon Assets during the period prior to the Effective Time and is responsible for (and entitled to any refunds with respect to) all Charges attributable to the Hydrocarbon Assets during the period prior to the Effective Time, and (ii) the Purchaser is entitled to all Operating Revenues attributable to the Hydrocarbon Assets during the period from and after the Effective Time and is responsible for (and entitled to any refunds with respect to) all Charges attributable to the Hydrocarbon Assets during the period from and after the Effective Time. The determination of whether Charges and Operating Revenues with respect to the Hydrocarbon Assets are attributable to periods before or after the Effective Time will be determined in accordance with GAAP.
(b) All costs incurred in connection with work performed or goods and services provided in respect of the Hydrocarbon Assets will be deemed to have accrued as of the date the work was performed or the goods and services were provided regardless of the time those costs become payable.
(c) Advances, cash calls and deposits by the Vendor for operations pertaining to the Hydrocarbon Assets will be adjusted under this Section 3.02(1), and will be transferred to, and be for the benefit of the Purchaser.
(d) Adjustments in respect of production from the Hydrocarbon Assets shall be made in favour of the Vendor in respect of production beyond the wellhead at the Effective Time and in favour of the Purchaser in respect of all other production at and after the Effective Time.
(e) All surface and mineral lease payments, drilling penalties under the Leases and all Taxes (except income Taxes and any taxes based upon the volume of produced Hydrocarbon Substances) shall be apportioned on a per diem basis during the Interim Period.
(f) The Vendor will bear all Tax...