Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar days thereof, Buyer shall prepare and deliver to Seller, Buyer’s calculation of (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, 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 GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06.
Adjustment Amount. The Adjustment Amount (which may be a positive or negative number) will be equal to (a) the consolidated stockholders' equity of the Acquired Companies as of the Closing Date determined in accordance with GAAP, minus (b) $ .
Adjustment Amount. As provided in Section 2.7(b), the amount by which Buyer's account is to be credited or charged, as reflected on the Adjustment List.
Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 45 calendar days thereof, Seller shall prepare and deliver to Buyer (i) an unaudited combined balance sheet of the Companies (the “Closing Balance Sheet”) and (ii) Seller’s good faith calculation of (A) Net Working Capital (“Closing Net Working Capital”), (B) the aggregate amount of all Indebtedness (“Closing Indebtedness”), (C) the aggregate amount of Cash of the Companies (“Closing Cash”) and (D) Transaction Expenses (“Closing Transaction Expenses”), in each case, calculated as of immediately prior to the Closing; (iii) Seller’s calculation of the Closing Net Working Capital Adjustment Amount and (iv) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the items referred to in clauses (ii) and (iii) above, the “Final Closing Statement”); provided, that any liability for Taxes included in the Final Closing Statement shall be calculated after taking into account any income Tax deductions for Transaction Expenses that are properly accrued on the Closing Date and are available to offset such Tax liability (or, to the extent such Tax deductions exceed such Tax liability, any such excess Tax deductions that the Buyer reasonably determines in good faith can be used to offset its income Tax liability; Buyer shall provide the Seller with a certificate executed by the Buyer’s Chief Financial Officer setting forth in reasonable detail the calculation of such amounts together with supporting details). The Closing Balance Sheet, Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with the Accounting Principles and the definitions of the defined terms used in this Section 2.06(a); provided, however, that (x) the Final Closing Statement (and any amounts included therein) shall reflect no increase in any accrual, provision or reserve unless such increase is consistent with the Accounting Principles, (y) except as set forth in the following clause (z), the Final Closing Statement (and any amounts included therein) shall not give effect to the consummation of the transactions contemplated by this Agreement, including any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or, after the Closing, any other action or omission by Buyer or any of the Companies and (z) the Final Closing Statement shall not reflect (I) any expense or liability for which B...
Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within ninety (90) calendar days thereof, Purchaser shall prepare and deliver to Seller (i) an unaudited carve-out balance sheet for the Business and consolidated Companies as of 11:59 p.m. on the day before the Closing Date (assuming the consummation of the Preliminary Transactions prior to such time) (the “Closing Balance Sheet”) and (ii) a calculation of Net Working Capital of the Business and consolidated Companies as set forth on the Closing Balance Sheet (“Closing Date Net Working Capital”), determined without giving effect to the consummation of the transactions contemplated by this Agreement (other than the consummation of the Preliminary Transactions prior to 11:59 p.m. on the day before the Closing Date) or the financing transactions in connection therewith. Except as otherwise provided herein, the Closing Balance Sheet shall be prepared in accordance with GAAP consistently applied in a manner consistent with the principles and policies applied in connection with the preparation of the Base Balance Sheet; provided, however, that the Closing Balance Sheet shall (x) except as otherwise provided herein, be prepared using the same accounting practices, policies, judgments and methodologies used in the preparation of the Base Balance Sheet, (y) reflect no changes in reserves (regardless of whether any such reserve is recorded as an offset to a current asset’s carrying value or is included as an accrued liability in the Closing Balance Sheet) from amounts contained in the Base Balance Sheet, other than changes therein attributable to changes in facts and circumstances occurring after the date thereof and (z) not include any liability for income Taxes payable. Following the Closing, each of Purchaser and Seller shall provide the other and its respective representatives reasonable access to the records of the Business and the Companies to the extent reasonably relevant for the preparation and review of the Closing Balance Sheet. “
Adjustment Amount. The “Adjustment Amount” will be the sum of the following amounts: the Net PPE Adjustment, plus the Net Other Regulatory Amount, plus the Working Capital Amount, minus the OPEB Adjustment Amount. As used herein:
Adjustment Amount. (a) For purposes of this Agreement:
Adjustment Amount. (a) Schedule 2.16 sets forth a sample calculation of the Adjustment Amount and the Target Adjustment Amount as of the Balance Sheet Date (the “Sample Closing Statement”), including the asset, liability and other line items and accounting principles used in such calculation, and assuming that all of such asset and liability line items that constitute Mallinckrodt Assets or Mallinckrodt Liabilities under this Agreement will be transferred to Mallinckrodt as of the Distribution.
Adjustment Amount. In the event of any change in the [***] from the [***] determined as of the immediately preceding Benchmark Date, each Monthly Recurring Charge shall be modified in an amount equal to [***]; provided, however, that although there shall [***] adjustment under this provision, any [***] adjustment that [***] applied will be used to [***] any [***] adjustments until such time as the [***] of such [***] adjustments have been [***] (i.e. if there is an [***] will be used to [***] has been [***]). In addition to the foregoing, there shall be [***] adjustment under this Section 2.1.5(b) as a result of a change in the [***] during the period commencing on August 4, 2010 and ending on the In Service Date unless the such change is [***] of the [***] as of August 4, 2010 and only by an amount equal to [***] of the adjustment that [***] apply under this Section 2.1.5(b).
Adjustment Amount. The Partnership shall pay to Panthers BRGP Corporation the "Adjustment Amount," which shall equal: (i) the Trade Accounts Receivable Loss Experience, plus (ii) any negative amount obtained by subtracting from the Net Working Capital set forth on the Closing Net Working Capital Statement: (1) the transaction costs referred to in Section 5.20; and (2) the Premier Club Accounts Receivable Loss Experience. As security for the agreement by the Partnership to pay the Adjustment Amount, the Partnership does hereby grant a security interest in, and Pledge to Panthers BRGP Corporation the Held Back Interests (as defined in Section 1.8(i)) and any Panthers Common Stock exchangeable therefore and proceeds of all of the foregoing. Panthers BRGP Corporation may set off against the Held Back Interests and against any proceeds thereof the Adjustment Amount for which the Partnership may be responsible pursuant to this Agreement, subject, however, to the following terms and conditions: (a) Panthers BRGP Corporation shall give written notice to the Partnership of any claim for setoff against the Held Back Interests, which notice shall set forth: (i) the amount of the Adjustment Amount; and (ii) the basis of such claim; (b) Such set off shall be effected on the later to occur of the expiration of 30 days from the date of such notice (the "Notice of Contest Period") or, if such claim is contested, the date the dispute is resolved, and such set off shall be charged proportionally against the shares set aside; (c) If, prior to the expiration of the Notice of Contest Period, the Partnership shall notify Panthers BRGP Corporation in writing of an intention to dispute the claim, the parties shall in good faith negotiate to resolve the claim or submit the matter to binding arbitration; (d) For purposes of this Article, Panthers Shares for which each Held Back Interest can be exercised shall be valued at the greater of the Price per Share or the price per share of Panthers Common Stock at the close of trading on the date the written notice is sent pursuant to clause (a) above. (e) Neither the Partnership nor the General Partner shall be liable to Panthers or Panthers BRHC Limited or Panthers BRGP Corporation for any deficiency resulting from the value of the Held Back Interests being less than the Adjustment Amount, it being agreed that the only recourse against Partnership by any party for the Adjustment Amount shall be to the Held Back Interests. 9.4
