Adjustment to PSI Funding Sample Clauses

Adjustment to PSI Funding. If the internal rate of return as of the measurement date (as defined below) on (a) all the cash flows both to and from TCG and the TCG Designee from all its investments in the EJV (including, without limitation, investments made pursuant to Sections 4.1(b), 4.2(b) and 4.4, dividends and transfers of equity interests in the EJV) (the "Investments") and (b) unrealized equity appreciation of the equity interest in the EJV held by the TCG Designee appraised as set forth below (together with the Investments, the Appreciated Value) does not exceed --- per annum, PSI will transfer to the TCG Designee sufficient equity in the EJV to give the TCG Designee a --- internal rate of return per annum on such investments. The percentage equity interest in the EJV which the TCG Designee will receive as a result of this transfer may not exceed the percentage equity interest in the EJV which the TCG Designee would have received if (i) PSI UK's operations had originally been valued at cost ------------------ and (ii) PSI's contribution of licenses under Section 4.1(a) had been valued at -----------------. Within 15 days of the earlier of (i) the sale, transfer or exchange of the TCG Designee's interests in the EJV in connection with the acquisition (whether through merger or acquisition of the Securities) by a third party of the EJV (ii) ----- years from the Initial Funding and (iii) any dissolution of the EJV (in any such case, the "measurement date"), the EJV shall engage, at its expense, an investment banking firm of nationally recognized standing or another appraiser mutually acceptable to PSI and the TCG Designee to appraise the fair market value of the equity interest in the EJV held by the TCG Designee and its Affiliates as of the measurement date. Such appraisal shall not take into account any control premium.
Sample 1
AutoNDA by SimpleDocs
Adjustment to PSI Funding. Within 15 days of the earlier of (i) the sale, transfer or exchange of the TCG Designee's interests in the EJV in connection with the acquisition (whether through merger or acquisition of the Securities) by a third party of the EJV (ii) ----- years from the Initial Funding and (iii) any dissolution of the EJV (in any such case, the "measurement date"), the EJV shall engage, at its expense, an investment banking firm of nationally recognized standing or another appraiser mutually acceptable to PSI and the TCG Designee to appraise the fair market value of the equity interest in the EJV held by the TCG Designee and its Affiliates as of the measurement date. Such appraisal shall not take into account any control premium.
Sample 1

Related to Adjustment to PSI Funding

  • Adjustment to Purchase Price (a) The Closing Payment shall be increased by the parties' good faith estimate of the Current Assets of Seller and decreased by the parties' good faith estimate of the Current Liabilities of Seller as of the Closing Date (the "Closing Adjustment"), which adjustment shall be subject to final adjustment as provided for in paragraph (c) below. (b) No later than sixty (60) days after the Closing Date, or within three (3) days after receipt of the necessary accounting data from the NRTC Central Billing System, whichever is later, Purchaser shall make and deliver to Seller a balance sheet reflecting the Current Assets and Current Liabilities of Seller as of the Closing Date (the "Closing Date Balance Sheet"), prepared on a basis consistent with GAAP. For purposes of the Closing Adjustment and the Final Closing Adjustment (as hereinafter defined), the amount of Accounts Receivable of Seller to be included in the Closing Date Balance Sheet shall include only Accounts Receivable of Subscribers as reflected on Report 18A (Subscriber Accounts Receivable Aging By Account) of the NRTC Central Billing System Reports less a reserve of six percent (6%) for Accounts Receivable which are not collectible. In addition, the Closing Date Balance Sheet and the Final Closing Adjustment shall not include as a Current Asset any accounts receivable arising from Leased Subscriber Equipment. Purchaser may, by providing Seller with written notice at least five (5) days prior to the Closing, elect to purchase all, or certain of, the DSS(TM) subscriber equipment owned by Seller (other than Leased Subscriber Equipment) on the Closing Date; provided, however, Purchaser shall not have the right to acquire any assets attributable to Seller's Electric Business. Any such equipment which is purchased by Purchaser shall be included as Inventory in the Closing Date Balance Sheet. Except as set forth in this Section 4.4(b), no other assets or liabilities shall be included in the Closing Date Balance Sheet. Seller shall make available to Purchaser such documentation, back-up, invoices, and books and records of Seller as Purchaser may reasonably request. (c) Seller and Purchaser shall negotiate in good faith to reconcile any discrepancies which may arise in connection with the determination of the Closing Date Balance Sheet. If Seller and Purchaser are unable to reconcile such discrepancies, Seller shall have fifteen (15) days from presentment of the Closing Date Balance Sheet by Purchaser to notify Purchaser if Seller wishes to have Purchaser's determination examined. If Seller elects to have Purchaser's determination examined, it shall be submitted to the determination in Atlanta, Georgia, by the Certified Public Accounting firm of KMPG Peat Marwick (or any other independent Certified Public Accounting firm mutually acceptable to Seller and Purchaser), the cost of such examination to be paid fifty percent (50%) by Seller and fifty percent (50%) by Purchaser. The determination by Purchaser shall be final and binding on the parties unless Seller elects to have an examination as provided herein, in which case the results of the examination shall be made within thirty (30) days of such referral, and shall be final and binding on the parties (the "Final Closing Adjustment"). (d) To the extent the Final Closing Adjustment is less than the Closing Adjustment, Seller shall pay the difference in cash to Purchaser within five (5) days after the final determination. In the event the Final Closing Adjustment is greater than the Closing Adjustment, Purchaser shall pay such excess in cash to Seller within five (5) days after the final determination. If, following any payment pursuant to this Section 4.4(d), an error (in billing or reporting by NRTC or otherwise) is thereafter discovered which would have affected the Final Closing Adjustment, the party in whose favor the error was made shall immediately pay in cash the amount of such error to the other party.

  • Adjustment to Interest Rate Changes to the interest rate of any Credit Extension based on changes to the Prime Rate shall be effective on the effective date of any change to the Prime Rate and to the extent of any such change.

  • Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent: (a) that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or (b) that an equitable adjustment is made or denied under another provision of this Contract.

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

  • Code Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to the Allocation Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to the Allocation Regulations.

  • Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of his interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Holders in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. 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 Maximum Annual Operating Expense Limit.

  • Economic Price Adjustment is the adjustment to the Aircraft Basic Price (Base Airframe, Engine and Special Features) as calculated pursuant to Exhibit D.

  • Adjustment of Grievance The School Board and the employee will attempt to adjust all grievances which may arise during the course of employment of any employee within the School District in the following manner:

  • On-Going Funding For the current term the Boards agree to contribute funds to support the Trust as follows:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!