Adjustment Calculations Sample Clauses

Adjustment Calculations. The Estimated Net Working Capital and Closing Date Net Working Capital will be calculated as follows: (i) The Company and the Sellers shall deliver to Purchaser not less than two Business Days prior to the anticipated Closing Date an estimated balance sheet of the Company prepared as of the Effective Time, which shall be reflected on a preliminary statement consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that if such consent has been withheld and no agreement between the Sellers and Purchaser can be reached after good faith negotiations during such period, the estimated balance sheet as initially delivered shall be used for purposes of this Section 2.3(b)(i)) (the “Preliminary Balance Sheet”) that sets forth a good faith estimate of the Closing Date Net Working Capital (including the effect of the Pre-Closing Distribution) (the “Estimated Net Working Capital”), which Preliminary Balance Sheet and Estimated Net Working Capital shall be prepared and calculated on a basis consistent with the preparation and calculation of the example set forth in Exhibit C (so long as such preparation and calculation is in accordance with the definition of Closing Date Net Working Capital). If the Estimated Net Working Capital is less than the Target, the Initial Purchase Price payable at the Closing as provided in Section 2.1(b) shall be reduced by 73.1% of the amount of such difference. If the Estimated Net Working Capital is greater than the Target, the Initial Purchase Price payable at Closing as provided in Section 2.1(b) shall be increased by 73.1% of the amount of such difference. (ii) Within 120 days after the Closing Date, Purchaser will prepare and deliver to the Sellers the balance sheet of the Company prepared as of the Effective Time, which shall be reflected on a statement (the “Closing Date Balance Sheet”) that sets forth the Closing Date Net Working Capital, which Closing Date Balance Sheet and Closing Date Net Working Capital shall be prepared and calculated on a basis consistent with the preparation and calculation of the example set forth in Exhibit C (so long as such preparation and calculation is in accordance with the definition of Closing Date Net Working Capital), and showing the recalculation, if any, of adjustments reflected on the Preliminary Balance Sheet. The Sellers shall have 60 days to review the Closing Date Balance Sheet. The Sellers shall be deemed to have accepted the determinat...
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Adjustment Calculations. No adjustment in the Warrant Share Price shall be required unless such adjustment would require an increase or decrease of at least one cent ($0.01) in such price; provided, however, that any adjustments which by reason of this Section 2.5 are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this Section 2 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.
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Adjustment Calculations. For purposes of calculating Article 8.
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Adjustment Calculations. Any calculations under this Section 12 shall be made and rounded up to the nearest whole U.S. cent. For purposes of this Section 12, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding. For the avoidance of doubt, the Warrant Agent shall have no obligation under any section of this Agreement to calculate any of the adjustments in accordance with this Agreement.
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Adjustment Calculations. On or before January 31 of each year commencing with January 2011, the Director will calculate the annual percentage change in the indices specified in Attachment N-2; Contractor’s Base Compensation for the coming Rate Period and adjusted unit prices for extra services. The Director will submit electronically a copy of the City’s calculated compensation adjustment and supporting documentation for the coming Rate Period to Contractor on or before January 31. For example, on or before January 31, 2016, the Director will submit to the Contractor an electronic copy of the City’s calculated compensation adjustment to be effective for Rate Period Eight (July 1, 2016 through June 30, 2017).
Sample 1
Adjustment Calculations. On or before January 31 of each year commencing with January 2011, the Director will calculate the annual percentage change in the indices specified in Attachment N-2; Contractor’s Base Compensation for the coming Rate Period; adjusted unit prices for extra services and the per ton City Landfill Credit. The Director will submit three copies of the City’s calculated compensation adjustment and supporting documentation for the coming Rate Period to Contractor on or before January 31. For example, on or before January 31, 2011, the Director will submit to the Contractor three copies of the City’s calculated compensation adjustment to be effective for Rate Period Three (July 1, 2011 through June 30, 2012).
Sample 1
Adjustment Calculations. The Estimated Net Working Capital and Closing Date Net Working Capital will be calculated as follows:
Sample 1
Adjustment Calculations. On the day preceding the Closing Date, to the extent practicable, the adjustments provided in this Section 2.4 shall be made to the Purchase Price on the basis of a preliminary statement of assets and liabilities of the Business based on the then most recently available monthly financial statements of the Seller (the “Preliminary Balance Sheet”) prepared by the Seller, with each line item prepared in accordance with GAAP (subject to exceptions set forth in this Section 2.4). Within 180 days after the Closing Date, the Buyer will prepare a statement of assets and liabilities of the Business as of the close of business on the day preceding the Closing Date (the “Closing Date Balance Sheet”), prepared in a manner consistent with the Preliminary Balance Sheet, reflecting the adjustments provided in this Section 2.4 and showing the recalculation of adjustments reflected on the Preliminary Balance Sheet. Within 210 days after the Closing Date, final adjustments pursuant to this Section 2.4 and any required refund or payment shall be made on the basis of the Closing Date Balance Sheet. If any dispute arises over the amount to be refunded or paid, such refund or payment shall nonetheless be promptly made to the extent such amount is not in dispute. If any such dispute cannot be resolved by the parties within 240 days after the Closing Date, it shall be referred to a mutually satisfactory independent public accounting firm of national stature which has not been retained by any Party for the two (2) years preceding the Closing Date. The determination of such accounting firm shall be conclusive and binding on each Party. The fees of such firm shall be shared equally by the Buyer and the Seller. The Buyer and Seller agree that the procedure set forth in this Section 2.4(d) for resolving disputes with respect to the Closing Date Balance Sheet shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit the Buyer or the Seller from instituting litigation to enforce the determination of such accounting firm.
Sample 1
Adjustment Calculations. The Closing Indebtedness and Closing Expenses will be calculated as follows: (i) The Company and the Sellers shall deliver to Purchaser not less than two Business Days prior to the anticipated Closing Date an estimated calculation of the amount of Closing Indebtedness and Closing Expenses as of the Effective Time, which shall be reflected on a preliminary statement consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that if such consent has been withheld and no agreement between the Sellers and Purchaser can be reached after good faith negotiations during such period, the calculations as initially delivered shall be used for purposes of this Section 2.4(b)(i)) (the “Preliminary Adjustment Calculation”) that sets forth good faith estimates of the Closing Indebtedness and Closing Expenses and the resulting adjustment calculated in accordance with Section 2.4(a) (the “Estimated Adjustment”). The Initial Purchase Price payable at the Closing as provided in Section 2.1(b) shall be reduced by the Estimated Adjustment.
Sample 1

Related to Adjustment Calculations

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Market Adjustments Neither this Article nor any other in this Collective Agreement prevents the Employer from using other funds to increase a Member’s salary in response to offers received from other employers or to accommodate other market forces.

  • Market Adjustment The parties to this Agreement recognize the appropriateness of market pay adjustments in rare instances for compelling reasons. To effectuate judgments in such cases, the President and AAUP Chapter President, in consultation, shall each name three (3) individuals to a university Market Evaluation Committee. Deans may submit recommendations for market pay adjustments with supporting written reasons to the Committee. Said Committee shall consult with the President concerning proposed market pay adjustments reporting its advice not later than May 15 in each year. Upon the favorable recommendation of the President and the BOR President, market pay adjustments may be approved effective at the beginning of that pay period including September 1 of the following year. Not more than one (1) market pay adjustment per one hundred (100) full-time members, or fraction thereof, may be recommended in any contract year. A member’s salary may not be increased beyond the maximum for the rank. Funding for this program shall be governed by Article 12.10.2.

  • Price Adjustment Civil works contracts of long duration (more than 18 months) shall contain an appropriate price adjustment clause.

  • Adjustment of Settlement Rate (a) Adjustments for Dividends, Distributions, Stock Splits, Etc.

  • Audit Adjustment If any audit of the records, books or accounts relating to the Properties discloses an overpayment or underpayment of Management Fees, Owner or Manager shall promptly pay to the other party the amount of such overpayment or underpayment, as the case may be. If such audit discloses an overpayment of Management Fees for any fiscal year of more than the correct Management Fees for such fiscal year, Manager shall bear the cost of such audit.

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Operating Expense Limit.

  • Price Adjustments 17.1 Prices for Goods/Services supplied in terms of this Agreement shall be subject to review as indicated in the Schedule of Requirements/Works Order annexed hereto. 17.2 No less than 2 [two] months prior to any proposed Price adjustment, the Parties shall commence negotiations for Prices for the next period or as otherwise indicated in Schedule 1 hereto. The Parties shall have regard for market-related pricing of equivalent goods, continuous improvement initiatives, costs [including labour, raw materials and transport/delivery], order size and frequency and changes to the specification of the Goods/Services. 17.3 Pursuant to clause 17.2 above, the Supplier/Service Provider shall keep full and accurate records of all costs associated with the supply of the Goods/Services to Transnet, in a form to be approved in writing by Transnet. The Supplier/Service Provider shall produce such records to Transnet for inspection at all reasonable times on request and such records may, at Transnet's option, be audited by Transnet or its designated representatives. 17.4 Should Transnet and the Supplier/Service Provider fail to reach an agreement on Price for the successive period, either Party shall be entitled to submit this matter to dispute resolution in accordance with clause 32 of the Master Agreement [Dispute Resolution]. 17.5 If during the period of this Agreement Transnet can purchase similar Goods/Services of a like quality from another supplier at a total delivered cost to a Transnet facility that is lower than the total delivered cost of the Goods/Services purchased hereunder from the Supplier/Service Provider, Transnet may notify the Supplier/Service Provider of such total delivered cost and the Supplier/Service Provider shall have an opportunity to adjust the Price of the Goods/Services purchased hereunder, on such a basis as to result in the same total delivered cost to Transnet, within 30 [thirty] calendar days of such notice. If the Supplier/Service Provider fails to do so or cannot legally do so, Transnet may (i) purchase the Goods/Services from such other supplier in which case the obligations, including, but not limited to, any purchase and sale requirements and/or commitments, if any, of Transnet and the Supplier/Service Provider hereunder shall be reduced accordingly; (ii) terminate this Agreement without any penalty, liability or further obligation; or (iii) continue purchases under this Agreement. 17.6 If during the period of this Agreement the Supplier/Service Provider sells any materials which are the same as, equivalent to, or substantially similar to the Goods/Services herein, at a total delivered cost to a third party lower than the total delivered cost to a Transnet facility, then the Supplier/Service Provider has an opportunity to adjust its Price for the Goods/Services purchased hereunder within 30 [thirty] calendar days so that the Price is the same or lower than the total delivered cost of such third party. If the Supplier/Service Provider fails to do so or cannot legally do so, Transnet may (i) purchase the Goods/Services from any other such supplier, in which case the obligations, including, but not limited to, any purchase and sale requirements and/or commitments, if any, of Transnet and the Supplier/Service Provider hereunder shall be reduced accordingly; or

  • Pricing Adjustments a. In the event an adjustment is made to the computation of the net asset value of Fund shares as reported to Insurance Company under paragraph 7, (1) the correction will be handled in a manner consistent with SEC guidelines and the Investment Company Act of 1940, as amended and (2) the Funds or Transfer Agent shall notify Insurance Company as soon as practicable after discovering the need for any such adjustment. Notification may be made in the following manner:

  • Cost Adjustments Both parties agree that contracted prices shall be fixed for the first 12 months of this Contract. Contractor must submit to District any proposed cost adjustments at least 60 days before the proposed effective date of such increases with a detailed explanation for each adjustment. District alone reserves the right to reject any changes to this Contract it deems unacceptable.