Related Calculations Clause Samples

The 'Related Calculations' clause defines how specific financial or quantitative figures referenced in the agreement are to be determined or computed. It typically outlines the formulas, methodologies, or reference sources to be used for calculations such as interest, fees, or performance metrics. By establishing clear calculation procedures, this clause ensures consistency and transparency, reducing the risk of disputes over numerical values and supporting accurate contract administration.
Related Calculations. (a) Cash Balance and Net Working Capital Calculations. (i) Seller shall, at least five (5) Business Days prior to the Closing Date, cause to be prepared and delivered to Buyer a statement (the “Good Faith Statement”) setting forth a good faith estimate of the Closing Cash Balance (as hereinafter defined) of the Division as of the Effective Time (the “Estimated Closing Cash Balance”) and the Net Working Capital (as hereinafter defined) of the Division as of the Effective Time (the “Estimated Net Working Capital”) and the respective components and calculations of each thereof. Buyer and its representatives shall have an opportunity to review and comment upon the Good Faith Statement, which shall be subject to Buyer’s reasonable approval. As used herein, “Closing Cash Balance” shall mean an amount equal to (A) Cash less (B) Cash Due to Minority Interest Holders as of the Effective Time (it being understood that Seller shall be responsible for any checks that are outstanding as of the Effective Time that relate to the Company or the Division Entities). As used herein, “Net Working Capital” shall mean (i) the sum of (A) accounts receivable, net of reserves for doubtful accounts (but excluding any intercompany accounts receivable) and (B) other current assets, less (ii) the sum of (A) trade accounts payable (but excluding any intercompany accounts payable and unapplied cash), (B) refunds due to patients and third-party payors, principally as reflected in account 2512 (which as of September 30, 2006 reflected an accrued liability of $1.5 million), (C) accrued liabilities (but excluding any intercompany accrued liabilities and excluding the current portion of long-term Indebtedness) and (D) other current liabilities, and shall be calculated in accordance with the Accounting Principles. The “Accounting Principles” shall mean GAAP utilizing the methodologies, accounting principles and practices used in the preparation of the Audited Financial Statements (as hereinafter defined), and as adjusted to derive the 2005 Pro Forma Financial Information, consistent with the reconciliation thereof set forth in Section 3.7(d) of the Disclosure Letter. Net Working Capital shall be prepared in a manner consistent with the example thereof set forth in Schedule II hereto, which Schedule II is derived from the September 30, 2006 pro forma balance sheet of the Division attached as Schedule III hereto.
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Related Calculations. (a) Cash Balance, Net Working Capital and Closing Indebtedness Calculations. (i) Seller shall, at least five (5) Business Days prior to the Closing Date, cause to be prepared and delivered to Buyer a statement (the "Good Faith Statement") setting forth a good faith estimate of (A) the Closing Cash Balance (as hereinafter defined) of the Division as of the Effective Time (the "Estimated Closing Cash Balance"), (B) the Net Working Capital (as hereinafter defined) of the Division as of the Effective Time (the "Estimated Net Working Capital") and (C) Closing Indebtedness (as hereinafter defined) of the Division as of the Effective Time (the "Estimated Indebtedness"), in each case, setting forth the respective components and calculations thereof. Buyer and its representatives shall have an opportunity to review and comment
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Related Calculations 
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Related to Related Calculations

  • Interest Calculations Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. Interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note (the “Note Register”).

  • Interest Rates Payments and Calculations (a) Interest Rates. From the Effective Date, all Obligations charged to the Loan Account with respect to the Loans shall, subject to Section 2.5(c)(ii), bear interest payable in cash on the Outstanding Amount at a rate per annum equal to ABR plus the Applicable Margin and shall be payable in accordance with Section 2.5(c).

  • Pro Forma Calculations (a) Notwithstanding anything to the contrary herein, financial ratios, tests and covenants, including the Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.9. (b) For purposes of calculating any financial ratio, covenant or test, Specified Transactions (with any incurrence or repayment (excluding voluntary repayments) of any Debt in connection therewith to be subject to Section 1.9(c)) that have been made (i) during the applicable measurement period and (ii) subsequent to such period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable measurement period. If, since the beginning of any applicable period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into Borrower or any of its Subsidiaries since the beginning of such period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.9, then such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 1.9. (c) In the event that Borrower or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment (other than voluntary repayments), retirement or extinguishment) any Debt included in the calculations of any financial ratio, covenant or test (in each case, other than Debt incurred or repaid under any revolving credit facility), (i) during the applicable period or (ii) subsequent to the end of the applicable period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence or repayment of Debt, to the extent required, as if the same had occurred on the last day of the applicable period.

  • Calculation Dates The interest rate applicable to each Interest Reset Period will be determined by the Calculation Agent on or prior to the Calculation Date (as defined below), except with respect to LIBOR, which will be determined on the particular Interest Determination Date. Upon request of the Holder of a Floating Rate Note, the Calculation Agent will disclose the interest rate then in effect and, if determined, the interest rate that will become effective as a result of a determination made for the next succeeding Interest Reset Date with respect to such Floating Rate Note. The “Calculation Date”, if applicable, pertaining to any Interest Determination Date will be the earlier of: (1) the tenth calendar day after the particular Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day; or (2) the Business Day immediately preceding the applicable Interest Payment Date or the Maturity Date, as the case may be.

  • Calculation Any figure or percentage referred to in this Agreement shall be carried to seven decimal places.