Adjustment for Tax Law Change Sample Clauses

Adjustment for Tax Law Change. (i) In the event that a Tax Law Change shall occur after the Closing Date and on or prior to a Funding Date and the Owner Participant shall have notified the Lessee of such Tax Law Change prior to the Funding on such Funding Date, the Per Diem Rent Factor and the schedules of Basic Rent and Termination Value in respect of each of the Base Term and Renewal Term shall be adjusted upwards or downwards by such amounts as will preserve the Owner Participant’s Net Economic Return, which adjustments shall be computed solely on the basis of the Tax Assumptions set forth in the Tax Indemnity Agreement (as such Tax Assumptions may be adjusted pursuant to this Section 3.3(a)) and otherwise utilizing the same methodology as was used in the initial calculation of the Per Diem Rent Factor, Basic Rent, and Termination Value payable pursuant to this Lease. The Owner Participant shall deliver a certificate to the Lessee setting forth such revised schedules of Basic Rent and Termination Values certifying that the Per Diem Rent Factor and such schedules were calculated in accordance with this Section 3.3(a). At the request of the Lessee, the accuracy of any such calculation shall be subject to confirmation by an independent accounting firm selected by the Lessee and reasonably acceptable to the Owner Participant, with the fees and expenses of such firm paid by the Lessee (unless the net present value of such adjustments to Basic Rent and Termination Values differ from such adjustments as calculated by such firm by more than 10 basis points (using a discount rate equal to 4.00%), in which case the Owner Participant shall pay such fees and expenses). Notwithstanding the foregoing, no such adjustments to the Per Diem Rent Factor, Basic Rent or Termination Value shall take effect without the prior written consent of the Lessee, it being understood that if the Lessee has not provided such consent on or prior to a proposed Funding Date, such Funding Date shall be postponed until such consent has been given or the Commitment of the Owner Participant in respect of the Vehicle for which the adjustment has been proposed has been terminated as provided in Section 2.9 of the Participation Agreement.
Sample 1
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Related to Adjustment for Tax Law Change

  • Adjustment for Tax Purposes The Company shall be entitled to make such reductions in the Conversion Price, in addition to those required by Section 4.6, as it in its discretion shall determine to be advisable in order that any stock dividends, subdivisions of shares, distributions of rights to purchase stock or securities or distributions of securities convertible into or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.

  • Adjustments for Tax Purposes Any payments made pursuant to Section 2.04 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

  • Adjustment for Certain Events The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

  • Adjustments to Tax Basis In the event of adjustment to the adjusted tax basis of Partnership property under Code Sections 732, 734 or 743, the capital accounts of the Partners shall be adjusted to the extent provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m).

  • Adjustment for Change in Capital Stock If the Company:

  • Tax Adjustment During each Lease Year commencing with the Lease -------------- Year 1998, Tenant shall pay, as Additional Charges, an amount (hereinafter referred to as the "TAX ADJUSTMENT AMOUNT") equal to Tenant's Share of the excess of Taxes for each such Lease Year over the amount of Taxes for the Base Year; except that Tenant shall be required to pay only a pro rata amount of the Tax Adjustment Amount for the Lease Year in which the last days of the Term occur, pro rated on a per diem basis. The Tax Adjustment Amount with respect to each Lease Year shall be paid in monthly installments in advance on the first day of each and every calendar month during such Lease Year, commencing January 1, 1998, in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. As soon as practicable following the close of the 1998 and subsequent Lease Years, and receipt of actual tax bills, Landlord shall deliver to Tenant a statement setting forth (a) the actual Tax Adjustment Amount for such Lease Year; (b) the total of the estimated monthly installments of the Tax Adjustment Amount paid to Landlord for such Lease Year; and (c) the amount of any excess or deficiency with respect to such Lease Year. Tenant shall pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of such statement. If the total of the estimated monthly installments paid by Tenant during any Lease Year exceeds the actual Tax Adjustment Amount due from Tenant for such Lease Year, at Landlord's option such excess shall be either credited against payments next due hereunder or refunded by Landlord, provided Tenant is not then in default hereunder.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • Adjustment for Reclassification, Exchange and Substitution If at any time or from time to time after the Original Issue Date while this Warrant remains outstanding, the Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, subdivision or combination of shares, stock dividend, reorganization, merger, consolidation, or sale of assets provided for elsewhere in this Section 3.1(a)), in any such event the Registered Holder shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

  • Adjustment for Spin Off If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes all or a part of its assets in a transaction (the "Spin Off") in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the "Spin Off Securities") to be issued to security holders of the Company, then

  • Adjustment for Recapitalization If the Company shall at any time after the date hereof subdivide its outstanding shares of Common Stock by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its shareholders, the number of shares of Common Stock subject to this Warrant immediately prior to such subdivision shall be proportionately increased, and if the Company shall at any time after the date hereof combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof, the number of shares of Common Stock subject to this Warrant immediately prior to such combination shall be proportionately decreased.

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