Procedure for Final Adjustment Sample Clauses

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Procedure for Final Adjustment. No later than 90 days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Buyer’s Post-Closing Statement”) setting forth Buyer’s proposed final determination of the Estimated Net Working Capital Adjustment, determined according to the methodology set forth on Schedule 2.4(b) of the Seller’s Disclosure Schedule (the “Final Net Working Capital Adjustment”). Buyer’s Post-Closing Statement shall be accompanied by the appropriate documentation setting forth Buyer’s determination and calculation of the Net Working Capital of the Company as of the close of business on the Closing Date and the calculation of the Final Net Working Capital Adjustment and supporting schedules setting forth in reasonable detail all assets and liabilities included therein for determination of the Final Net Working Capital Adjustment. The accounting principles and policies used in the preparation of Buyer’s Post-Closing Statement shall be consistent with the terms and conditions of this Agreement and GAAP. In the event that Seller disagrees with Buyer’s Post-Closing Statement, or any of the information set forth therein, as presented by Buyer, then Seller shall submit a written notice of the objections thereto to Buyer within 30 days after Seller’s receipt of Buyer’s Post-Closing Statement. If, within such 30 day period, Seller does not submit such a notice of objection, the Final Net Working Capital Adjustment, as set forth in Buyer’s Post-Closing Statement, shall be deemed accepted, but if Seller does timely object to the content of, or calculations contained in, Buyer’s Post-Closing Statement, such objections shall be resolved as provided in Section 2.4(b)(iv). The Final Net Working Capital Adjustment as so accepted, or finally determined, shall be applied as an adjustment to the Closing Cash Purchase Price.
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Procedure for Final Adjustment. Unless Seller delivers notice to Purchaser and Escrow Agent in writing that it disagrees with Purchaser’s Closing Statement within thirty (30) days after Seller’s receipt thereof, Purchaser’s Closing Statement shall be conclusive and binding on Purchaser and Seller. If Seller delivers notice to Purchaser and Escrow Agent of its disagreement with Purchaser’s Closing Statement within such 30-day period identifying the particular matter(s) in dispute, then Purchaser and Seller shall attempt in good faith to resolve their differences with respect thereto within 30 days after Purchaser’s receipt of Seller’s notice of disagreement. Any dispute regarding Purchaser’s Closing Statement not resolved by Purchaser and Seller within such 30-day period will be resolved by McGladrey & P▇▇▇▇▇ (or an independent accounting firm mutually acceptable to both parties) (as applicable, the “Arbiter”) whose role shall be limited to determining the specific matter(s) in dispute (as identified in Seller’s notice if not sooner resolved). The determination by the Arbiter of Purchaser’s Closing Statement and the Loan Adjustment, RMR Adjustments and Correction Adjustment (to the extent that any of the same are in dispute) shall be conclusive and binding upon the parties absent fraud or palpable mistake. The fees and expenses of the Arbiter in acting under this Section 2.5.1 shall be shared equally by Purchaser and Seller.
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Procedure for Final Adjustment. Unless Purchaser notifies Seller in writing that it disagrees with the Final Closing Statement within sixty (60) days after Purchaser's receipt thereof, the Final Closing Statement shall be conclusive and binding on Purchaser and Seller. If Purchaser delivers notice to Seller of its disagreement with the Final Closing Statement within such (sixty) 60-day period identifying the particular matter(s) in dispute, then Purchaser and Seller shall attempt in good faith to resolve their differences with respect thereto within thirty (30) days after Seller's receipt of Purchaser's notice of disagreement. Any dispute regarding the Final Closing Statement not resolved by Purchaser and Seller within such thirty (30) -day period will be resolved by Ernst & Young (or an independent accounting firm mutually acceptable to both parties) (as applicable, the "Arbiter") whose role shall be limited to determining the specific matter(s) in dispute (as identified in Seller's notice if not sooner resolved). The determination by the Arbiter of the Final Closing Statement and the Closing Loan Balances and Closing Net Working Capital and the corresponding adjustments based thereupon, if any, to reflect such determinations) shall be conclusive and binding upon the parties absent fraud or patent mistake on the part of the Arbiter. The fees and expenses of the Arbiter in acting under this Section 2.5.1 shall be shared equally by Purchaser and Seller.
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Related to Procedure for Final Adjustment

  • Determination of Adjustments If any questions will at any time arise with respect to the Exercise Price or any adjustment provided for in Section 4.8, such questions will be conclusively determined by the Company’s Auditors, or, if they decline to so act any other firm of certified public accountants in the United States of America that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and the Holders of the Warrants.

  • Annual Adjustment From January 1 of the next year, the loan interest rate shall be adjusted, on the basis of the LPR recently published, in accordance with the increased or decreased percentage points agreed herein;

  • Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of his interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Holders in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • Notification of Adjustments With respect to each Adjustable Rate Mortgage Loan, the Servicer shall adjust the Mortgage Interest Rate on the related interest rate adjustment date and shall adjust the Monthly Payment on the related mortgage payment adjustment date, if applicable, in compliance with the requirements of applicable law and the related Mortgage and Mortgage Note. The Servicer shall execute and deliver any and all necessary notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and Monthly Payment adjustments. The Servicer shall promptly, upon written request therefor, deliver to the Master Servicer such notifications and any additional applicable data regarding such adjustments and the methods used to calculate and implement such adjustments. Upon the discovery by the Servicer or the receipt of notice from the Master Servicer that the Servicer has failed to adjust a Mortgage Interest Rate or Monthly Payment in accordance with the terms of the related Mortgage Note, the Servicer shall immediately deposit in the Custodial Account from its own funds the amount of any interest loss or deferral caused thereby.

  • Calculation of Adjustments All adjustments to the Settlement Rate shall be calculated to the nearest 1/10,000th of a share of Common Stock (or if there is not a nearest 1/10,000th of a share to the next lower 1/10,000th of a share). No adjustment in the Settlement Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Settlement Rate pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.6(a), an adjustment shall also be made to the Applicable Market Value solely to determine which of clauses (i), (ii) or (iii) of the definition of Settlement Rate in Section 5.1(a) will apply on the Stock Purchase Date. Such adjustment shall be made by multiplying the Applicable Market Value by a fraction, the numerator of which shall be the Settlement Rate immediately after such adjustment pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.6(a) and the denominator of which shall be the Settlement Rate immediately before such adjustment; provided, that if such adjustment to the Settlement Rate is required to be made pursuant to the occurrence of any of the events contemplated by paragraph (1), (2), (3), (4), (5), (7) or (10) of this Section 5.6(a) during the period taken into consideration for determining the Applicable Market Value, appropriate and customary adjustments shall be made to the Settlement Rate.