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
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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 OF CONTRACT PRICE The Contract Price shall be subject to adjustment, as hereinafter set forth, in the event of the following contingencies (it being understood by both parties that any reduction of the Contract Price is by way of liquidated damages and not by way of penalty):

  • Adjustment to Purchase Price (a) Subject to Section 3.3(b), at the Closing, the Purchase Price shall be adjusted, without duplication, to account for the items set forth in this Section 3.3(a):

  • Adjustment, etc Any adjustment, indulgence, forbearance or compromise that might be granted or given by any of the Lenders to Borrower or Guarantor or any Person liable on the Liabilities;

  • 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 Payment If the Closing Working Capital exceeds the Target Working Capital, the Purchase Price shall be increased by the amount by which Closing Working Capital exceeds the Target Working Capital, and if the Closing Working Capital is less than the Target Working Capital, the Purchase Price shall be decreased by the amount by which Closing Working Capital is less than the Target Working Capital. In addition to the foregoing adjustment, (i) the Purchase Price shall be decreased by an amount equal to the Debt Amount and (ii) the Purchase Price shall be increased by an amount equal to the Closing Eligible Capital Expenditures. The Purchase Price as so increased or decreased under this Section 2.03(c) shall hereinafter be referred to as the “Adjusted Purchase Price”. If the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Payment is more than the Adjusted Purchase Price, Seller shall, within 10 Business Days after the Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds in an amount equal to the absolute value of the difference between the Adjusted Purchase Price and the Closing Date Payment to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of 5% per annum, calculated on the basis of the actual number of days elapsed divided by 365, from and including the Closing Date to but excluding the date of payment.

  • 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.

  • Adjustment Payments At least annually, and more frequently throughout the year if mutually agreed to by the parties, an adjustment payment shall be made by the appropriate party in order that the payments remitted by LIA to each Fund with respect to the previous fiscal year shall equal the Excess Amount for that Fund.

  • 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.

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