Adjustment Procedures Sample Clauses

Adjustment Procedures. The following provisions shall be applicable to adjustments to be made pursuant to Section 2.1 hereof:

Adjustment Procedures. (a) The Investor will have twenty (20) Business Days following delivery of the CPR Notice during which to notify NMI in writing of any objections with respect to the calculation of the CPR Payment Amount, including the value of any non-cash consideration, net third party indebtedness (“Notice of Objection”). If the Investor fails to deliver a Notice of Objection in accordance with this Section 6(a), the CPR Payment Amount shall be conclusive and binding on the Parties. If the Investor submits a Notice of Objection, then (i) for fifteen (15) Business Days after the date upon which NMI receives the Notice of Objection, the Parties will each use their commercially reasonable efforts to agree on the calculation of the disputed amounts and (ii) failing such agreement within such fifteen (15) Business Day period, then the Investor and NMI, acting jointly, shall refer the matter for resolution to the Independent Accounting Firm. Promptly (but in any event within five (5) Business Days) after engagement of the Independent Accounting Firm, the Investor, on the one hand, and NMI, on the other hand, shall each deliver to the Independent Accounting Firm, a notice setting forth in reasonable detail their calculation, to the extent in dispute under the Notice of Objection, of the CPR Payment Amount as of the CPR Sale Transaction Closing Date or the CPR Dividend Payment Date, as applicable. Within fifteen (15) Business Days after receipt thereof, the Independent Accounting Firm shall deliver its determination of the disputed amounts and of the CPR Payment Amount as of the CPR Sale Transaction Closing Date or the CPR Dividend Payment Date, as applicable, which determination shall be final and binding on each of the Parties. For the avoidance of doubt, the only matter the Independent Accounting Firm shall have the authority to determine shall be the CPR Payment Amount, including the value of any non-cash consideration, net third party indebtedness. The fees and expenses of the Independent Accounting Firm shall be paid in equal proportions (i.e., 50% each) by the Investor, on the one hand, and NMI, on the other hand. The CPR Payment Amount that is final and binding on the Parties, as determined either through agreement of the Parties or through the action of the Independent Accounting Firm pursuant to this Section 6(a), is referred to as the “Final CPR Payment Amount”. The Independent Accounting Firm shall act as an expert under the New York CPLR. (b) If the Final CPR Payme...

Adjustment Procedures. (a) Not later than 10 Business Days prior to the Closing Date, (i) Hippo shall submit to Rhino a certificate (the “HippoRx Estimate Certificate”) of an authorized officer of Hippo setting forth its good faith estimate of the HippoRx Working Capital (the “Estimated HippoRx Working Capital”) and (ii) Rhino shall submit to Hippo a certificate (the “RhinoRx Estimate Certificate”) of an authorized officer of Rhino setting forth its good faith estimate of the RhinoRx Working Capital (the “Estimated RhinoRx Working Capital”). The amounts set forth on the HippoRx Estimate Certificate and the RhinoRx Estimate Certificate, as the case may be, shall be calculated in accordance with GAAP on a basis consistent with the applicable audited financial statements in the Registration Statement and shall be accompanied by appropriate information and documentation in reasonable detail supporting the calculations of the Estimated HippoRx Working Capital and the Estimated RhinoRx Working Capital, as the case may be. (b) Following receipt of the HippoRx Estimate Certificate by Rhino and the RhinoRx Estimate Certificate by Hippo, Hippo and Rhino shall work in good faith to mutually agree on the amounts of the HippoRx Working Capital and the RhinoRx Working Capital. If Hippo and Rhino are unable to agree on the amounts of the HippoRx Working Capital or the RhinoRx Working Capital, as the case may be, within 3 Business Days following delivery of both certificates, each of Hippo and Rhino shall submit a notice (each such notice, a “Disagreement Notice”) to a mutually satisfactory nationally recognized accounting firm (the “Accounting Referee”) specifying those items or amounts as to which they each disagree. The Disagreement Notices shall set forth the nature and basis for each disagreement with respect to the HippoRx Working Capital or the RhinoRx Working Capital, as the case may be. Rhino shall be deemed to have agreed with all items and amounts on the HippoRx Estimate Certificate (as such items and amounts may have been modified by mutual agreement of Hippo and Rhino) that Rhino does not contest in its Disagreement Notice. Hippo shall be deemed to have agreed with all items and amounts on the RhinoRx Estimate Certificate (as such items and amounts may have been modified by mutual agreement of Hippo and Rhino) that Hippo does not contest in its Disagreement Notice. (c) Hippo and Rhino shall use their reasonable best efforts to cause the Accounting Referee to promptly review this Ag...

Adjustment Procedures. (1) Not later than 60 days after the Closing Date (as defined in Article 2 hereof), the Buyer will prepare and deliver to the Sellers' Agent an unaudited balance sheet (the "Closing Balance Sheet") of the Sellers as of the Effective Closing Date, consisting of computations of (A) the Net Current Assets, and (B) the tangible book value as of the Effective Closing Date of the Purchased Assets (excluding goodwill and other intangible assets) less the book value as of the Effective Closing Date of the Assumed Liabilities, all as determined in accordance with GAAP; provided, however, that: new vehicle inventories shall be valued at factory invoice less factory holdback, dealer rebates, and any other factory incentives; used vehicle inventories shall include those vehicles of the respective Sellers chosen by the Buyer on an "all or nothing" basis, meaning that, as to each Seller, the Buyer shall be free to choose either all or none (but not some) of such Seller's used vehicles, it being understood that the Buyer shall not be required, in any case, to choose any used vehicles of the Seller which have been in such Seller's used vehicle inventory for more than 60 days as of the Closing Date; no 1997 or older vehicles (other than up to a total of 15 1997 new vehicles acceptable to the Buyer) shall be included in new vehicle inventory; and there shall be included appropriate reserves and/or write-offs for doubtful accounts receivable and bad debts and for damaged, spoiled, obsolete, defective or slow-moving inventory. As used herein, the term "slow moving" means (i) with respect to returnable parts, returnable parts older than twelve months, (ii) with respect to new vehicles, new vehicles older than 300 days, and (iii) with respect to other inventory (excluding used vehicles), as may be reasonably determined by the Buyer, the Sellers having a right to arbitrate disputes with respect to such other inventory. If within 30 days following delivery of the Closing Balance Sheet (or the next Business Day if such 30th day is not a Business Day), the Sellers' Agent has not given the Buyer notice of the Sellers' objection to the computations of the Net Current Assets as set forth in the Closing Balance Sheet (such notice to contain a statement in reasonable detail of the nature of the Sellers' objection), then the Net Current Assets reflected in the Closing Balance Sheet will be deemed mutually agreed by the Buyer and the Sellers. If the Sellers' Agent shall have given such no...

Adjustment Procedures. (a) In order for US Holdco to effect a withdrawal from the Account under Section 4, US Holdco must deliver a Request for Adjustment to the Principal Stockholder in the manner specified by Section 6 and such Request for Adjustment must contain all applicable information and representations and warranties required thereby. (b) Unless the Principal Stockholder raises an objection to the Claim described in such Request for Adjustment pursuant to Section 5(c), US Holdco may withdraw no earlier than the day that is 30 days after the Request for Adjustment was delivered in the manner specified by Section 6 an amount equal to the amount of the Claim in such Request for Adjustment. US Holdco shall not withdraw any amount from the Account if the Principal Stockholder has raised any objections to the Claim made in the Request for Adjustment pursuant to Section 5(c) until such time as such objections have been resolved pursuant to Section 7(g) or otherwise. (c) The Principal Stockholder may object to any Claim made in such Request for Adjustment by notifying US Holdco of such objection no later than the day that is 30 days after the Request for Adjustment has been delivered in the manner specified by Section 6, except that the Principal Stockholder may only so object for the following reasons: (i) the Request for Adjustment is not in all material respects in compliance with the requirements of Section 5(a) above; or (ii) the representations contained in the Request for Adjustment are not accurate in all material respects. (d) Any dispute that arises as a result of an objection raised by the Principal Stockholder pursuant to Section 5(c) shall not constitute or give rise to a Loss of any Relevant Party in respect of such dispute. (e) After the Effective Time through the Termination Date, US Holdco will provide quarterly written reports in reasonable detail as to all matters about which it is aware (after making reasonable inquiry of Relevant Parties) that is or may become subject to the provisions of this Agreement; provided such reports shall not include any information the inclusion of which in the good faith opinion of US Holdco's counsel threatens to constitute a waiver of the attorney-client privilege, work product doctrine or other protection from compulsory disclosure. On the request of the Principal Stockholder the parties shall enter into a joint defense agreement or similar arrangement to the extent that, in the good faith opinion of US Holdco's counsel, such...

Adjustment Procedures. (a) The amount of each adjustment to the Unadjusted Purchase Price described in Section 2.3 shall, except as expressly set forth in the definition of Working Capital Assets and Working Capital Liabilities, be determined in accordance with GAAP and XXXXX, as applied by the Company Group in preparing the Unaudited Financial Statements (provided, however, in the event of any conflict between GAAP and XXXXX, GAAP shall control) (the “Accounting Principles”). For the avoidance of doubt, no item that is included in or taken into account in the determination of the calculation of Effective Time Working Capital shall be subject to any other adjustment to the Unadjusted Purchase Price. When available, actual figures will be used for the adjustments to the Unadjusted Purchase Price at Closing. To the extent actual figures are unavailable, estimates will be used subject to final adjustments in accordance with the terms hereof. (b) Notwithstanding anything to the contrary in this Agreement, but subject to Section 2.5(c) regarding the settlement of any post-Closing true up payment due to Purchaser in Parent Common Equity, all adjustments to the Unadjusted Purchase Price shall be made to the Cash Purchase Price (the Cash Purchase Price, as adjusted pursuant to this Article 2, the “Adjusted Cash Purchase Price”). (c) Notwithstanding anything to the contrary in this Agreement, in determining the adjustments contemplated under Section 2.3(a), subject to the final proviso of Section 2.5(a), the following shall be taken into account to the extent not in conflict or inconsistent with the definitions of Effective Time Working Capital, Working Capital Assets and Working Capital Liabilities; provided, the following shall in no way be construed as a limitation to the definition of any of Effective Time Working Capital, Working Capital Assets and Working Capital Liabilities: (i) The following shall be deemed to constitute Working Capital Assets (without duplication): (A) all Cash and Cash Equivalents of the Company Group at the Effective Time, and all unpaid refunds on deposits, prepayments or similar items and all insurance proceeds attributable to periods prior to the Effective Time; (B) the amount of all pre-paid or deposited Property Costs paid by or on behalf of the Company Group prior to the Effective Time that are attributable to the ownership of the Assets after the Effective Time, including (1) bond and insurance premiums and deductibles paid or borne by or on behalf of t...

Adjustment Procedures. (1) Not later than 60 days after the Closing Date, the Buyer will prepare and deliver to the Seller an unaudited balance sheet (the "Closing Balance Sheet") of the Seller as of the Closing Date, consisting of a computation of the tangible book value as of the Closing Date of the Purchased Assets (excluding goodwill and other intangible assets) less the book value as of the Closing Date of the Assumed Liabilities, all as determined in accordance with the same accounting principles utilized in preparing the Seller's tax basis balance sheet as at December 31, 1996 included in the Financial Statements (as defined in Section 3.4(a). Notwithstanding the foregoing, the Seller's new and used car inventory reflected in the Closing Balance Sheet shall be based upon the values shown on the Seller's books and records as of the Closing Date; however, the determination of such values shall be based upon the same methodology utilized in determining new and used car inventory values reflected in the December 31, 1996 tax basis balance sheet included in the Financial Statements. The tangible net book value reflected on the Closing Balance Sheet is hereinafter called the "Net Book Value". The Buyer shall make reasonably available to the Seller and its agents the services of Xxxxx XxXxxxxxx for the purpose of assisting the Seller in evaluating the Buyer's computation of Net Book Value and preparation of the Closing Balance Sheet. The Buyer warrants that Xx. XxXxxxxxx'x good faith assistance to the Seller shall not in any way prejudice her position as an employee of the Buyer. Further, the Buyer shall make freely available to the Seller all books and records as the Seller or its agents may reasonably require in order to evaluate the Buyer's computation of Net Book Value and preparation of the Closing Balance Sheet. If within 30 days following delivery of the Closing Balance Sheet (or the next Business Day if such 30th day is not a Business Day), the Seller has not given the Buyer notice of the Seller's objection to the computation of the Net Book Value as set forth in the Closing Balance Sheet (such notice to contain a statement in reasonable detail of the nature of the Seller's objection), then the Net Book Value reflected in the Closing Balance Sheet will be deemed mutually agreed by the Buyer and the Seller. If the Seller shall have given such notice of objection in a timely manner, then the issues in dispute will be submitted to a "Big Six" accounting firm mutually accept...

Adjustment Procedures. The adjustments described in Section 1.6(c) will be determined as follows: (i) Within sixty (60) days after the Closing Date, the Parent shall prepare, in accordance with GAAP, and deliver to the Stockholder Representatives a balance sheet of the Company as of the Closing Date (the “Final Balance Sheet”). The Parties acknowledge and agree that for purposes of determining the Closing Amount Adjustment pursuant to this Section 1.6(d)(i) the Final Balance Sheet shall be prepared on a basis consistent with and utilizing the same principles, practices and policies of the Company, as those used in preparing the Most Recent Balance Sheet, subject to the Accounting Policies. The Parties acknowledge and agree that the items listed on Section 1.6(d)(i) of the Disclosure Schedule shall be taken into account in calculating Net Debt and Closing Date Working Capital for the pre-closing estimates and on the Final Balance Sheet. (ii) The Stockholder Representatives and any professionals chosen by them shall have the right to review the Surviving Corporation’s books and records relating to, and the work papers of the Parent and its advisors utilized in, preparing the Final Balance Sheet. The Final Balance Sheet shall be binding for purposes of the Closing Amount Adjustment unless the Stockholder Representatives present to the Parent within 15 Business Days after receipt of the Final Balance Sheet from the Parent written notice of disagreement specifying in reasonable detail the nature and extent of the disagreement. (iii) If the Stockholder Representatives deliver a timely notice of disagreement, the Parent and the Stockholder Representatives shall attempt in good faith during the thirty (30) days immediately following the Parent’s receipt of timely notice of disagreement to resolve any disagreement with respect to the Final Balance Sheet. If, at the conclusion of such 30-day period, the Parent and the Stockholder Representatives have not resolved their disagreements regarding the Final Balance Sheet, the Parent and the Stockholder Representatives shall refer the items of disagreement for final determination to the Philadelphia office of a regional accounting firm which is mutually acceptable to the Parent and the Stockholder Representatives (the “Accountants”). However, if the Parent and Stockholder Representatives are unable to agree on such a firm which is willing to so serve, the Parent shall deliver to the Stockholder Representatives a list of two independent regional...

Adjustment Procedures. (i) For a ten (10) day period after the Closing Date, Purchaser shall have the right to deliver to the Company a written notice (the "Ohio Purchaser Objection") specifying in reasonable detail the basis for its objection to the Estimated Ohio Revenues Certificate. (ii) If the parties are unable to resolve the disagreement specified in the Ohio Purchaser Objection within thirty (30) days after receipt by the Company thereof, the disagreement shall be submitted to Xxxxxx Xxxxxxxx & Co. or another nationally recognized firm of independent public accountants as to which the Purchaser and the Company mutually agree (the "Ohio Accountant"). Any adjustment resulting from the resolution of any matters specified in the Ohio Purchaser Objection by the parties within such 30 day period shall be paid promptly to the party entitled to receive it. (iii) The Ohio Accountant shall follow such procedures as it deems appropriate for obtaining the necessary information in considering the respective positions of the Purchaser and the Company. The Ohio Accountant shall have the right to review all accounting records relevant to the determination of the Ohio Revenues. The Ohio Accountant shall render its determinations on the disagreement submitted to it within forty five (45) days of submission of the disagreement by the Purchaser and the Company. The Ohio Accountant's determination shall be final, conclusive and binding upon the Purchaser and the Company (the "Final Ohio Determination"). In the event that the Ohio Accountant makes a Final Ohio Determination in favor of the Company, the Purchaser shall promptly make an adjustment payment to the Company to the extent that the amount paid at Closing was less than five (5) times the Ohio Revenues set forth in the Final Ohio Determination. In the event that the Ohio Accountant makes a Final Ohio Determination in favor of the Purchaser, but the amount paid at Closing was less than five (5) times the Ohio Revenues set forth in the Final Ohio Determination, the Purchaser shall pay the difference to the Company; and if the amount paid at Closing was greater than five (5) times the Ohio Revenues set forth in the Final Ohio Determination, then Purchaser shall either (i) collect the difference from the Company, and the Company shall pay such difference, or (ii) reduce the amount of the Contingent Payment by the amount of the difference. (iv) Fees and expenses for the Ohio Accountant shall be paid by the Company if the Final Ohio Determin...

Adjustment Procedures. The adjustments described in Section 1.6(b) will be determined as follows: (i) Within sixty (60) days after the Closing Date, Parent shall prepare and deliver to the Shareholder Representative a balance sheet of the Company as of the Closing Date which shall set forth the Closing Date Working Capital (the “Final Balance Sheet”). The parties acknowledge and agree that for purposes of determining the Closing Amount Adjustment pursuant to this Section 1.6(c)(i) the Final Balance Sheet shall be prepared on a basis consistent with and utilizing the same principles, practices and policies of the Company as those used in preparing the Most Recent Balance Sheet. (ii) The Shareholder Representative and any professionals chosen by the Shareholder Representative shall have the right to review the Surviving Corporation’s books and records relating to, and the work papers of Parent and its advisors utilized in preparing, the Final Balance Sheet. The Final Balance Sheet shall be binding for purposes of the Closing Amount Adjustment unless the Shareholder Representative presents to Parent within thirty (30) days after receipt of the Final Balance Sheet from Parent written notice of disagreement specifying in reasonable detail the nature and extent of the disagreement. (iii) If the Shareholder Representative delivers a timely notice of disagreement, Parent and the Shareholder Representative shall attempt in good faith during the thirty (30) days immediately following Parent’s receipt of timely notice of disagreement to resolve any disagreement with respect to the Final Balance Sheet. If, at the conclusion of such 30-day period, Parent and the Shareholder Representative have not resolved their disagreements regarding the Final Balance Sheet, Parent and the Shareholder Representative shall refer the items of disagreement for final determination to the Austin, Texas office of a national or regional accounting firm which is mutually acceptable to Parent and the Shareholder Representative (the “Accountants”). However, if Parent and the Shareholder Representative are unable to agree on such a firm which is willing to so serve, Parent shall deliver to the Shareholder Representative a list of the Austin, Texas offices of two independent national or regional accounting firms that are not auditors, tax advisors or other consultants to Parent, the Surviving Corporation or the Shareholder Representative (or any of their respective Affiliates), and the Shareholder Representative shall...