Adjustment Procedures. The following provisions shall be applicable to adjustments to be made pursuant to Section 2.1 hereof:
Adjustment Procedures. The adjustments described in Section 1.6(c) will be determined as follows:
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.
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.
Adjustment Procedures. (a) All adjustments to the Unadjusted Purchase Price described in Section 2.4 shall be made (i) in accordance with the terms of this Agreement and, to the extent not inconsistent with this Agreement and otherwise applicable, in accordance with the United States generally accepted accounting principles using the accrual method of accounting, as consistently applied (the “Accounting Principles”) except that the Accounting Principles shall not apply to any adjustments for Taxes and (ii) without duplication. For the avoidance of doubt, no item that is included in or taken into account in the determination 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.
Adjustment Procedures. The Buyer will prepare an unaudited combined balance sheet (the "Closing Balance Sheet") of the Sellers as of the Closing Date, consisting of a computation of the book value as of the Closing Date of the Purchased Assets (excluding goodwill and other intangible assets) less the book value of the Assumed Liabilities, all as determined in accordance with generally accepted accounting principles applied consistently with the Financial Statements (as defined in Section 3.4(a)); provided, however, that: inventory shall be valued on a FIFO basis; the GE Shareholder Payments (as defined in Section 3.4(b)) shall be excluded; and there shall be included such reserves and/or write-offs for doubtful accounts receivable and bad debts and for damaged, spoiled, obsolete or slow-moving inventory as shall be consistent with the Seller's past year-end practices. The net book value reflected on the Closing Balance Sheet is hereinafter called the "Net Book Value". The Buyer will deliver the Closing Balance Sheet to the Sellers within 30 days after the Closing Date. 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 have not given Buyer notice of their objection to the computation of the Net Book Value as set forth in the Closing Balance Sheet (such notice must contain a statement of the basis 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 Sellers and will be used in computing the Adjustment Amount. If the Sellers give such notice of objection, then the issues in dispute will be submitted to a "Big Six" accounting firm, other than Deloitte & Touche LLP, mutually acceptable to the Buyer and the Sellers (the "Accountants") for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to the party or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the Accountants will be instructed to determine the Net Book Value based upon their resolution of the issues in dispute; (iii) such determination by the Accountants of the...
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. (i) Within sixty (60) days following the Closing Date, ABI shall prepare and deliver to Buyer (A) an unaudited consolidated income statement of the Xxxxxx International Business for the twelve-month period ended on the Adjustment Date (the “Closing Income Statement”), and (B) a statement (the “Closing Statement”) setting forth ABI’s calculation of TTM Xxxxxx International Business EBITDA and the Adjustment Amount resulting therefrom. The Closing Income Statement shall be prepared for the Xxxxxx International Business in accordance with GAAP. The Closing Statement shall be derived from the Closing Income Statement and shall be prepared in accordance with the definitions in this Agreement.
Adjustment Procedures. (i) Purchaser will prepare consolidated financial statements ("Closing Financial Statements") of the Company as of the Closing Date and for the period from the date of the Balance Sheet through the Closing Date, including a computation of consolidated stockholders' equity (or deficit, as applicable) as of the Closing Date. Purchaser will deliver the Closing Financial Statements to Sellers within ninety (90) days after the Closing Date. If within thirty (30) days following delivery of the Closing Financial Statements, Sellers have not given Purchaser notice of its objection to the Closing Financial Statements (such notice must contain a statement of the basis of Sellers' objection), then the consolidated stockholders' equity (or deficit, as applicable) reflected in the Closing Financial Statements will be used in computing the Adjustment Amount. If Sellers give such notice of objection, then the issues in dispute will be submitted to the Washington D.C. office of Arthxx Xxxexxxx XXX, certified public accountants (the "Accountants"), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Purchaser and Sellers will each bear 50% of the fees of the Accountants for such determination.
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.
