Adjustment Principles Sample Clauses

Adjustment Principles. For greater certainty, the following principles shall be employed in any determination of Working Capital or any adjustment required thereto in accordance with this Schedule: (a) Subject to other provisions of this Section 2.2.6, all benefits, income, costs and expenses of every kind and nature relating to the Assets, including, without limitation, maintenance, capital and operating costs, processing fees, lease rentals and the proceeds from the sale of production, shall be determined as of the Reference Time on an accrual basis (and in respect of Taxes as set forth in the Notional Tax Return, as of the Reference Time) and, without limiting the generality of the foregoing: (a) adjustments for costs or work performed and goods supplied in connection with the operation and development of the Assets shall be made on the basis of the date upon which the work was performed or the goods were supplied; (b) adjustments for revenues from the sale of production shall be made on the basis of the date of production; and (c) adjustments for royalty payments and expenses relating to or from the sale of production shall be made on the basis of the date of production. (b) The Basic Purchase Price shall be adjusted upwards by an amount equal to the market value of Petroleum Substances attributable to the Assets which Petroleum Substances have been sold prior to the Reference Time and for which the Company has not received full payment, plus an amount equal to the market value of Petroleum Substances attributable to the Assets which Petroleum Substances have been produced but not sold prior to the Reference Time. (c) The Vendor and the Purchaser, at its own cost, and its authorized representatives, shall have the right exercisable upon 15 days' written notice to the other, to examine, copy and audit the records of the other and the Company that are relevant to effecting the adjustments pursuant to this Schedule. The rights hereunder shall survive for all matters for a period of two years from the Closing Date and for Tax matters a period of four years from the Closing Date.
Sample 1
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Adjustment Principles. If Closing occurs, the Purchase Price shall be increased or decreased, as the case may be, by the value of the aggregate of the adjustment amounts determined in accordance with the provisions of Section 3.02 (the “Adjustment Amount”). The Adjustment Amount shall be paid by the Purchaser to the Vendor if the Adjustment Amount is a negative amount and shall be paid by the Vendor to the Purchaser if the Adjustment Amount is a positive amount. The Vendor and Purchaser acknowledge that the principles set forth in Section 3.02 shall apply in determining the Adjustment Amount. The adjustments pursuant to this Article 3 or elsewhere in this Agreement shall constitute an increase or decrease, as the case may be, to the Purchase Price and to the amount allocated to the Hydrocarbon Interests.
Sample 1
Adjustment Principles. For greater certainty, the following principles shall be employed in any determination of Working Capital or any adjustment required thereto in accordance with this Schedule: (a) Subject to other provisions of this Section 2.2.6, all benefits, income, costs and expenses of every kind and nature relating to the Assets, including,
Sample 1
Adjustment Principles. Notwithstanding any provision contained in this Agreement to the contrary: a) the Company shall not issue fractional Ordinary Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 3, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder; and b) the Company shall not make any adjustments to the terms of a Warrant pursuant to this Section 3 without the prior written consent of the relevant Registered Holder unless the total number and class of securities to be, or capable of being, subscribed for pursuant to a Warrant will carry the same pro rata voting power and economic entitlement to participate in the profits and assets of the Company, as the Ordinary Shares which would have been issued under the Warrant had there been no such adjustment and no such event giving rise to such adjustment.
Sample 1
Adjustment Principles. The Preliminary Amount (item 'A' of the proforma adjustment statement set out in Part C of this Schedule 4) will be adjusted by: 1. adding an amount equal to the aggregate of all charges for amortisation and depreciation of fixed and intangible assets of the Group Companies from the date of the Management Accounts to 30 April 2004 (item 'B' of the pro forma adjustment statement set out in Part C of this Schedule 4);
Sample 1
Adjustment Principles. 6 Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Sample 1
Adjustment Principles. The Metals Adjustment shall be calculated as follows:
Sample 1
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Adjustment Principles. 9 affiliate............................................................19 Agreement.............................................................1
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Related to Adjustment Principles

  • Cost Principles The Subrecipient shall administer its program in conformance with 2 CFR Part 200, et al; (and if Subrecipient is a governmental or quasi-governmental agency, the applicable sections of 24 CFR 85, “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments,”) as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis.

  • Basic Principles The Electrical Contractor and the Union have a common and sympathetic interest in the Electrical Industry. Therefore, a working system and harmonious relations are necessary to improve the relationship between the Employer, the Union and the Public. Progress in industry demands a mutuality of confidence between the Employer and the Union. All will benefit by continuous peace and by adjusting any differences by rational common-sense methods.

  • Funding Principles A Party which spends less than its allocated share of the Consortium Budget will be funded in accordance with its actual duly justified eligible costs only. A Party that spends more than its allocated share of the Consortium Budget will be funded only in respect of duly justified eligible costs up to an amount not exceeding that share.

  • Applicable Principles Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amount.

  • Guiding Principles This Agreement shall create a liberal, facilitative, transparent and competitive investment environment in ASEAN by adhering to the following principles: (a) provide for investment liberalisation, protection, investment promotion and facilitation; (b) progressive liberalisation of investment with a view towards achieving a free and open investment environment in the region; (c) benefit investors and their investments based in ASEAN; (d) maintain and accord preferential treatment among Member States; (e) no back-tracking of commitments made under the AIA Agreement and the ASEAN IGA; (f) grant special and differential treatment and other flexibilities to Member States depending on their level of development and sectoral sensitivities; (g) reciprocal treatment in the enjoyment of concessions among Member States, where appropriate; and (h) accommodate expansion of scope of this Agreement to cover other sectors in the future.

  • Operating Principles During the Term of a Site, Tower Operator shall manage, operate and maintain such Site (including with respect to the entry into, modification, amendment, extension, expiration, termination, structuring and administration of Ground Leases and Collocation Agreements related thereto), (i) in the ordinary course of business, (ii) in compliance with applicable Law in all material respects, (iii) in a manner consistent in all material respects with the manner in which Tower Operator manages, operates and maintains its portfolio of telecommunications tower sites and (iv) in a manner that shall not be less than the general standard of care in the tower industry. Without limiting the generality of the foregoing, during the Term of a Site, except as expressly permitted by the terms of this Agreement, Tower Operator shall not without the prior written consent of the AT&T Lessors (A) manage, operate or maintain such Site in a manner that would (x) diminish the expected residual value of such Site in any material respect or shorten the expected remaining economic life of such Site, in each case determined as of the expiration of the Term of such Site, or (y) cause such Site or a substantial portion of such Site to become “limited use property” within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156 (except, in the case of this clause (y), as required by applicable Law or any Governmental Authority), (B) structure any related Ground Lease in a manner such that the amounts payable thereunder are above fair market value during any period following or upon the expiration of the Term of such Site (without regard to any amounts payable prior to the expiration of the Term of such Site) or (C) structure any related Collocation Agreement in a manner such that the amounts payable thereunder are structured on an initial lump-sum basis (if such amounts payable are not capital contributions or other upfront payments for capital improvements to a Site related to the use of such Site by the collocator under such Collocation Agreement) or are otherwise less than fair market value during any period following or upon expiration of the Term of such Site (without regard to any amounts payable prior to the expiration of the Term of such Site), in each case unless otherwise expressly authorized by the terms and conditions of this Agreement and the Transaction Documents.

  • Governing Principles 1. The implementation of this Memorandum of Understanding shall in all aspects be governed by the Regulation and subsequent amendments thereof. 2. The objectives of the EEA Financial Mechanism 2014-2021 shall be pursued in the framework of close co-operation between the Donor States and the Beneficiary State. The Parties agree to apply the highest degree of transparency, accountability and cost efficiency as well as the principles of good governance, partnership and multi-level governance, sustainable development, gender equality and equal opportunities in all implementation phases of the EEA Financial Mechanism 2014-2021. 3. The Beneficiary State shall take proactive steps in order to ensure adherence to these principles at all levels involved in the implementation of the EEA Financial Mechanism 2014-2021. 4. No later than 31/12/2020, the Parties to this Memorandum of Understanding shall review progress in the implementation of this Memorandum of Understanding and thereafter agree on reallocations within and between the programmes, where appropriate. The conclusion of this review shall be taken into account by the National Focal Point when submitting the proposal on the reallocation of the reserve referred to in Article 1.11 of the Regulation.

  • General Principles Each Party shall implement its tasks in accordance with the Consortium Plan and shall bear sole responsibility for ensuring that its acts within the Project do not knowingly infringe third party property rights.

  • Change in Accounting Principles If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by written notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

  • Adjustment Rules Any adjustments pursuant to this Section 13 shall be made successively whenever an event referred to herein shall occur. If an adjustment in Exercise Price made hereunder would reduce the Exercise Price to an amount below par value of the Common Stock, then such adjustment in Exercise Price made hereunder shall reduce the Exercise Price to the par value of the Common Stock.

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