Adjustment Procedure (a) Within seven (7) days before the Closing Date, TMS shall deliver to Buyer a written statement (the "Closing Statement") setting forth the Closing Current Net Asset Value and the Work In Process, if any, and the Closing Balance Sheet. The Closing Balance Sheet and the Closing Statement will be prepared in accordance with the following procedures and rules:
(i) The Closing Balance Sheet and Closing Statement shall be in a format substantially the same as the format of the Balance Sheet and Interim Balance Sheet, including the spreadsheets and formulas provided to Buyer and Parent electronically prior to the Effective Date.
(ii) Except as necessary to reflect the adjustments described in Section 2.8 above, the Closing Balance Sheet and Closing Statement shall (i) be prepared from the books and records of TMS, (ii) present fairly the financial condition of TMS as of the Effective Time, (iii) be prepared in accordance with GAAP consistently with the accounting principles historically used by TMS to prepare the audited financial statements of TMS (other than footnotes); and
(b) If within three (3) days following delivery of the Closing Statement Buyer has not given TMS written notice of its objection to such statement (which notice shall state the basis of Buyer's objection), then the Closing Current Net Asset Value set forth in the Closing Statement shall be binding and conclusive on the parties and be used in computing the Current Net Asset Adjustment.
(c) If Buyer duly gives TMS such notice of objection prior to three (3) days following delivery of the Closing Balance Sheet and the Closing Statement, and if TMS and Buyer fail (despite good faith negotiations by each of the Buyer and TMS) to resolve the issues outstanding with respect to the Closing Statement within two (2) days of TMS's receipt of Buyer's objection notice, TMS and Buyer shall submit the issues remaining in dispute to Grant Thornton (or such otxxx xxxxxxxxxxt accounting firm mutually agreed to by the parties if Grant Thornton will not accxxx xxx xxsignment) (the "Independent Accountants") for resolution applying GAAP pursuant to Section 2.9(a) above. If issues are submitted to the Independent Accountants for resolution, (i) TMS and Buyer shall immediately furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both TMS and Buyer within two (2) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Current Net Asset Value; and (iii) the party against whom the Independent Accountants renders its decision shall bear all of the fees and costs of the Independent Accountants for such determination.
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.
Future Treatment of Unallowable Costs Unallowable Costs shall be separately determined and accounted for by Defendants, and Defendants shall not charge such Unallowable Costs directly or indirectly to any contracts with the United States or any State Medicaid program, or seek payment for such Unallowable Costs through any cost report, cost statement, information statement, or payment request submitted by Defendants or any of their subsidiaries or affiliates to the Medicare, Medicaid, TRICARE, or FEHBP Programs.
Adjustment of Impositions Impositions imposed in respect of the tax-fiscal period during which the Term terminates shall be adjusted and prorated between Lessor and Lessee, whether or not such Imposition is imposed before or after such termination, and Lessee’s obligation to pay its prorated share thereof after termination shall survive such termination.
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:
Adjustment of Fees In addition to the adjustments provided for in Section 7.2, Service Fees payable by Group pursuant to this Article VII shall be adjusted as appropriate upon agreement of the parties upon the divestiture or acquisition by the Group of, or affiliation with, a radiology or diagnostic practice group. Whether or not Parent capital stock or funds are utilized to fund the acquisition or affiliation, the Service Fee and other related provisions of this Agreement shall be adjusted as agreed upon by the parties on a case by case basis. Under either acquisition or affiliation model, the precise adjustment to the Service Fee and to other related provisions of this Agreement shall be a joint decision of the parties, shall be memorialized in a written amendment to this Agreement, and shall be based upon the methodology used to generally determine Services Fees hereunder.
Adjustment of Rent Lessee and Lessor agree that the payments and allocations of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values and Termination Amount percentages and the Early Purchase Price shall be adjusted to the extent provided in Section 2.6 of the Participation Agreement.
ADJUSTMENT OF GRIEVANCES 8.01 (a) It is the mutual desire of the parties hereto that complaints of employees be adjusted as quickly as possible. To this end it is agreed that periodic meetings will be held between the Company and the Union to discuss the interpretation and administration of this Agreement.
8.01 (b) It is agreed that no grievance shall be processed which usurps the rights of Management.
8.01 (c) It is generally understood that an employee has no grievance until they have given their Xxxxxxx an opportunity to adjust the complaint. This may be done during working hours.
(a) The Union shall arrange for the election from its working membership at each camp, by the members therein, of a Union Grievance Committee of three (3), headed by a Union Xxxxxxx who shall act as spokesperson for the Committee. In the absence of the Xxxxxxx the Company will recognize a delegated member of the Grievance Committee as spokesperson. Immediately after an election, the Union Grievance Committee in the camp will notify the xxxxxxx in writing as to the names of the Union Xxxxxxx and the members of the Union Grievance Committee elected and the xxxxxxx will acknowledge in writing the receipt of such notice. The Company xxxxxxx shall not be required to recognize either the Union Xxxxxxx or the Union Grievance Committee until such time as this procedure is carried out.
(b) It is agreed that there shall be no discrimination exercised in any manner towards the Stewards or Union Grievance Committee.
8.03 A grievance under the provisions of this Agreement is defined to be any differences between the parties or between the Company and employees covered by this Agreement involving the interpretation, application, administration or alleged violation of any of the provisions of this Agreement.
8.04 Grievances as defined above may be taken by the employee, by the Union Xxxxxxx or the Union representative having jurisdiction directly to the employee's immediate supervisor for adjustment outside of working hours. The grievance shall be presented without undue delay. Any grievance submitted to the xxxxxxx, in accordance with this procedure, in writing, will be disposed of by the xxxxxxx in writing. Where a grievance has been submitted in writing, it will be dealt with in writing at all stages thereafter. Failing a satisfactory adjustment within forty-eight (48) hours, then,
Adjustment Provisions This Option, including the number of shares subject to the Option and the exercise price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of Section 3.4 of the Plan.
Adjustment of Settlement Rate (a) Adjustments for Dividends, Distributions, Stock Splits, Etc.