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.
(b) Within sixty (60) days after the Distribution Date, Mallinckrodt shall cause to be prepared and delivered to Covidien a statement (the “Closing Statement”) setting forth (i) the Adjustment Amount and the calculation of the Adjustment Amount and (ii) the Target Adjustment Amount and the calculation of the Target Adjustment Amount. The Closing Statement shall be prepared in accordance with the Transaction Accounting Principles, including the use of the same line items and line item entries, set forth on and used in the preparation of the Sample Closing Statement; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement which cannot be appropriately placed in line items previously used by Mallinckrodt, but that constitute Mallinckrodt Assets or Mallinckrodt Liabilities, will also be included to the extent consistent with the Transaction Accounting Principles.
(c) Within thirty (30) days following receipt by Covidien of the Closing Statement, Covidien shall deliver written notice to Mallinckrodt of any dispute Covidien has with respect to the preparation or content of the Closing Statement (the “Dispute Notice”); provided, however, that if Covidien does not deliver any Dispute Notice to Mallinckrodt within such thirty (30)-day period, the Closing Statement will be final, conclusive and binding on the Parties. Any Dispute Notice shall (i) set forth in reasonable detail the basis for any dispute included therein, the amounts involved and Covidien’s determination of the Adjustment Amount and/or the Target Adjustment Amount (as applicable) and (ii) include only disagreements based on the Adjustment Amount and/or the Target Adjustment Amount (as applicable) not being calculated properly in accordance with this Agreement or containing mathematical errors. Upon receipt by Mallinckrodt of a Dispute Notice, Mallinckrodt and Covidien shall negotiate in good faith to resolve any dispute set forth therein. If Mallinckrodt and ...
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. 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. (a) Not less than three (3) Business Days prior to the Closing Date and in no event more than ten (10) Business Days prior to the Closing Date, Seller shall deliver to Buyer a written statement, together with reasonably detailed supporting documentation (the “Estimated Closing Statement”), which shall be prepared in accordance with the Accounting Principles and the applicable definitions contained herein, setting forth (i) its good faith estimate of (A) the Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”), (B) the Indebtedness as of immediately prior to the Closing (the “Estimated Closing Date Indebtedness”), (C) the Cash and Cash Equivalents of the Purchased Subsidiaries as of immediately prior to the Closing , not to exceed an amount equal to $2,500,000 (the “Estimated Closing Date Cash”) and (D) the Transaction Expenses (the “Estimated Transaction Expenses”), (ii) its calculation of the Estimated Net Working Capital Adjustment Amount, and (iii) its resulting calculation of the Purchase Price under Section 2.02(a) (the “Estimated Purchase Price”).
(b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Closing Statement”) which shall be prepared in accordance with the Accounting Principles and the applicable definitions contained herein, setting forth (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of the Indebtedness as of immediately prior to the Closing (the “Closing Date Indebtedness”), (iii) a calculation of the Cash and Cash Equivalents of the Purchased Subsidiaries as of immediately prior to the Closing, not to exceed an amount equal to $2,500,000 (the “Closing Date Cash”) and (iv) a calculation of the Transaction Expenses. Nothing in this Section 2.04 is intended to be used to adjust for errors, omissions or inconsistencies that may be found with respect to the Financial Statements, or any actual or alleged failure of the Financial Statements to be prepared in accordance with GAAP or in good faith. Following the Closing, Buyer shall provide Seller and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the records, properties, personnel and (subject to the execution of customary work paper access letters) auditors of Buyer utilized in the preparation of the Closing Statement and shall cause the personnel of Buyer and its Subsidiaries (including the Purchased Subsidiaries) ...
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. 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. Without duplication, all amounts owed pursuant to Sections 1.04(b)(i) and (ii) shall be aggregated, and the net amount (if any) owed by Buyer to Seller, on the one hand, or by Seller to Buyer, on the other hand, is referred to as the “Adjustment Amount”; it being understood and agreed that if the net effect pursuant to this Section 1.04(c) is an increase in the Closing Date Purchase Price, then Buyer shall make a cash payment to Seller of the Adjustment Amount, and if the net effect pursuant to this Section 1.04(c) is a decrease in the Closing Date Purchase Price, then Seller and Buyer shall jointly instruct the Escrow Agent to pay to Buyer from the Indemnification Escrow Amount and the Transaction Incentive Plan Indemnity Amount in the Escrow Fund (in accordance with the Escrow Agreement) an aggregate amount equal to the Adjustment Amount; provided, however that to the extent the Indemnification Escrow Amount and the Transaction Incentive Plan Indemnity Amount are together insufficient to pay the full Adjustment Amount, then an amount equal to the excess of the Adjustment Amount over the amount paid to Buyer from the Indemnification Escrow Amount and the Transaction Incentive Plan Indemnity Amount shall be paid by Seller by wire transfer of immediately available funds. The Adjustment Amount shall be calculated as an adjustment to the Aggregate Consideration. Payment of the Adjustment Amount shall be effected by wire transfer of immediately available funds to an account designated by the recipient Party within five Business Days after the Final Determination Date.
Adjustment Amount. The insured’s net monthly benefit will be increased by three (3%) percent. Each adjustment will be added to the insured’s net monthly benefit and will be paid monthly.
Adjustment Amount. If any of the Accounts Receivable reflected on the Closing Statement are not collected within one hundred and twenty (120) days following the Closing Date (the “AR Collection Deadline”), then, at Buyer’s election in its sole discretion, the amount of such uncollected Accounts Receivable shall be treated as a post-Closing negative adjustment to the Aggregate Share Consideration on a dollar for dollar basis (the “Adjustment Amount”), in which event all uncollected Accounts Receivable included within the Adjustment Amount (as finally determined in accordance herewith) shall be assigned to Seller for collection in Seller’s discretion for the benefit of Seller. Buyer may notify in writing Seller or the Stockholder Representative of such election at any time from the AR Collection Deadline through the two hundred and fortieth (240th) day following the AR Collection Deadline (such notice date being the “Election Date”).
