Accounting Adjustment. Following receipt of the Company Stockholders’ Approval, completion of the MM Reorganization and obtaining confirmation from the NYSE MKT of the Exchange Listing and provided MM is not in breach or violation of the terms of this Agreement at such time, simultaneously with the consummation of the Merger, the Company will take a one-time charge (the “One-Time Charge”) to expense in its accounts for (x) the unamortized portion of the capitalized software amount and (y) the deferred tax assets, in each case, in its balance sheet in order to conform to certain accounting practices of the Surviving Corporation.
Accounting Adjustment. The Preliminary Merger Consideration shall also be adjusted in the following manner to reflect the amount by which Target's current assets exceed or are less than its current liabilities, each determined in accordance with past accounting practices of Target: The total purchase price shall be increased by $1.00 for each $1.00 that current assets exceed, or decreased by $1.00 for each $1..00 that current assets are less than, current liabilities as of the close of business on the day preceding the Closing Date.
Accounting Adjustment. The parties have agreed, as an accounting convenience, to establish a financial accounting cut-off time (the "Accounting Cut-Off") for the transaction of 12.:01 a.m. on January 1, 1995. Accordingly, upon the occurrence of the Closing, the parties will make all appropriate financial and accounting adjustments (including appropriate payments to each other and to third parties) as if the Closing had occurred at the Accounting Cut-Off. In particular, FRP will be entitled to record and receive (and receive the benefit of) all operating revenues, inventories, receivables and prepaid expenses generated from or with respect to the Purchased Assets from and after the Accounting Cut-Off and shall record and pay all payables and contract obligations incurred in connection with the Purchased Assets (and all obligations of FRP to reimburse Pennzoil for royalties as provided in the Agreement shall commence) from and after the Accounting Cut-Off. Pennzoil's cash and cash equivalents on hand and in banks as of the Accounting Cut-Off (except for Xxxxx Cash as of that time) and all accounts, notes and other receivables attributable to the operation of the Business prior to the Accounting Cut-Off shall continue to be Excluded Assets, but all such items generated on or after the Accounting Cut-Off shall be Purchased Assets. Similarly, all accounts payable attributable to the operation of the Business prior to the Accounting Cut-Off shall continue to be Excluded Liabilities, but all accounts payable attributable to the operation of the Business on or after the Accounting Cut-Off shall be Assumed Liabilities. The liquid sulphur inventory adjustment contemplated by
Accounting Adjustment. With respect to adjustment to the Preliminary Merger Consideration under Section 1.02(b)(iii), the Adjusted Merger Consideration shall be delivered to the Shareholder Representative or to the Parent, as the case may be, not later than the 30th business day after the Closing Date. No later than 15 days after the Closing Date, Chrix Xxxxxx, Xxlls, Shirley, Eckex & Xassxxx, 0028 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx 00000 (xxe "Shareholder Representative"), will deliver to Parent and Sub a statement (the "Accounting Adjustment") setting forth the Shareholders' determination of the Adjusted Merger Consideration as adjusted pursuant to Section 1.02(b)(iii) and the calculation thereof, certified by the Shareholders to be accurate as of the date delivered.
Accounting Adjustment. With respect to adjustment to the Preliminary Merger Consideration under Section 1.02(b)(iii), the Adjusted Merger Consideration shall be delivered to the Shareholder Representative or to the Parent, as the case may be, not later than the 30th business day after the Closing Date. No later than 15 days after the Closing Date, Chrix Xxxxxx, Xxlls, Shirley, Eckex & Xassxxx, 0028 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx 00000 (xxe "Shareholder Representative"), will deliver to Parent and Sub a statement (the "Accounting Adjustment") setting forth the Shareholders' determination of the Adjusted Merger Consideration as adjusted pursuant to Section 1.02(b)(iii) and the calculation thereof, certified by the Shareholders to be accurate as of the date delivered. (d) Form of Consideration. All Subscriber Adjustments, Guaranteed Merger Consideration Adjustments, and Accounting Adjustment payable to the Shareholders shall be paid in additional Closing Shares, to the extent possible, or in cash otherwise. All Accounting Adjustments payable to Parent shall be paid in cash.
Accounting Adjustment. Any payment of an indemnification claim hereunder shall be accounted for as an adjustment to the Purchase Price.
Accounting Adjustment. Prior to Closing, TD shall cause the Business Subsidiaries to correct on their respective books and records the historical FAS 13 accounting with respect to rent holiday and schedule evaluation on operating leases of the Business Subsidiaries.
