Adjustments to Allocations. (a) Buyer may request an adjustment to an Allocation at any time on or before the 5th day before the Closing Date, if the adjustment is based on a Title Defect. XTO Energy may request an adjustment to the Base Purchase Price based on an Allocation at any time before the Closing Date, if XTO Energy’s net revenue interest for the Interest is greater than that shown on Exhibit A-2. A notice requesting an adjustment must be timely and in writing and include appropriate documentation to substantiate the adjustment, or the claimant will be deemed to have waived its claim to adjust the Base Purchase Price based on an Allocation for the matter stated in the notice.
(b) If either Party gives notice under the previous Section, the Parties will meet and use their best efforts to agree on the validity of the claim and, if applicable, the amount of the adjustment, using the following criteria:
(i) If the claim is based on XTO Energy’s owning a different net revenue interest than that shown on Exhibit A-2, then the adjustment will be the absolute value of the number determined by the following formula: Adjustment = A x (1-[B/C]) A = Allocation for the affected Interest B = correct net revenue interest for the affected Interest C = net revenue interest for the affected Interest as shown on Exhibit A-2.
(ii) If the claim is based on an obligation or burden that is liquidated in amount, then the adjustment will be the sum necessary to remove the obligation or burden from the affected Interest.
(iii) If the claim is based on an obligation or burden that is not liquidated, but can be estimated with reasonable certainty, the adjustment will be the sum necessary to compensate Buyer on the Closing Date for the adverse economic effect on the affected Interest.
(c) If the amount of the adjustment for each Title Defect cannot be determined based on the above criteria, and if the Parties cannot otherwise agree on the amount of an adjustment by the Closing Date, XTO Energy may, at its sole option and upon written notice to Buyer, either:
(i) terminate this Agreement and refund the Performance Deposit;
(ii) remove the affected Interest from this Agreement and adjust the Base Purchase Price by the Allocation for that Interest;
(iii) elect to cure the Title Defect pursuant to Section 6.02(e); or
(iv) elect to resolve the dispute pursuant to the provisions of Article 17.
(d) The Base Purchase Price will be adjusted only if the sum (i.e. offsetting of increases and decreases) of all adju...
Adjustments to Allocations. If at the time calculations are made to determine amounts to be allocated or distributed in accordance with Sections 10.01, 10.02 and 10.03, or if at the end of each Fiscal Year and following receipt by Lessee of the annual audit, if any, it is determined that any amounts have been allocated or distributed in excess of the amounts properly allocable or distributable pursuant to Sections 10.01, 10.02 and 10.03, an adjustment will be made based on said calculations or audit, if necessary, so that the proper allocations and distributions will have been made. Such calculations or annual audit shall set forth the proper calculations, allocations and distributions required to implement such an adjustment. Within thirty (30) days of receipt by Lessee of such audit, Lessee or Operator, as the case may be, shall deposit in the Hotel Operating Account any excess amounts which may have been distributed to them.
Adjustments to Allocations. Anything herein to the contrary notwithstanding, except and subject to Section 7.12, in the event the General Partner in its sole discretion, based on advice from the Partnership’s tax advisor, determines that for any Partnership tax year or other applicable period an allocation of Net Profit, Net Loss, gain, loss, deduction or credit is likely not to be in compliance with the Code or Regulations promulgated thereunder, the General Partner may, without limiting the authority of the General Partner otherwise under this Article VII, amend this Agreement, and each Limited Partner hereby consents to any such amendment, to reallocate such item so as to comply with the Code or Regulations in such manner as it determines, in its sole judgment, to least change the original allocation.
Adjustments to Allocations. For the avoidance of doubt, the provisions in Sections 1.7 through 1.11 are intended to ensure the satisfaction of the continuity of interest requirement under Sections 355 and 368 of the Code, and reasonable adjustments shall be made, including by issuing additional shares of Parent Common Stock (with a corresponding decrease in the Merger Sub Cash Amount), to the extent Parent reasonably concludes such adjustments are necessary to ensure such satisfaction, and further reasonable adjustments shall be made to the allocation of Parent Common Stock and the Merger Sub Cash Amount to account for the payment of Cash to the Holders of Allowed EFH Non-Qualified Benefit Claims (as defined in the Plan of Reorganization) in accordance with the Plan of Reorganization.
Adjustments to Allocations. In the event that there is an adjustment by a taxing authority to any item of income, gain, loss, deduction or other tax item attributable to a taxable period of the Partnership or any of its Subsidiaries (the “Adjusted Partnership Item”), (i) if the Adjusted Partnership Item relates to any taxable period prior to the Allocation Date, the Adjusted Partnership Item shall be allocated to the Partners in accordance with Section 3.4 of the Partnership Agreement; and (ii) if the Adjusted Partnership Item relates to any taxable period from and after the Allocation Date, such Adjusted Partnership Item shall be allocated in accordance with Section 8.4(n).
Adjustments to Allocations. The New Deal Partnership Committee Co-Chairs, after consulting with the New Deal Partnership Committee, may make adjustments to the estimated allocations to Municipalities which in the opinion of the Co-Chairs are necessary to reflect such events as the establishment of new municipalities, the merging of two or more municipalities, or other structural changes in municipalities.
Adjustments to Allocations. If unforeseen circumstances so require, a Party may propose to modify the allocation of contributions within a project of the Broader Approach Activities. Upon such proposal, the Project Leader concerned shall, following consultation with the Project Committee concerned, propose to the Steering Committee a revised allocation of resources while maintaining the total cost of such project and the overall balance of the contributions between the Parties within that project.
Adjustments to Allocations. 20 Section 10.05. Arbitration............................................................................. 20 Section 10.06.
Adjustments to Allocations. If at the time calculations are made to determine amounts to be allocated or distributed in accordance with Sections 10.01, 10.02 and 10.03, or if at the end of each Fiscal Year and following receipt by Lessee of the annual audit, if any, it is determined that any amounts have been allocated or distributed in excess of the amounts properly allocable or distributable pursuant to Sections 10.01, 10.02 and 10.03, an adjustment will be made based on said calculations or audit, if necessary, so that the proper allocations and distributions will have been made. Such calculations or annual audit shall set forth the proper calculations, allocations and distributions required to implement such an adjustment. Within thirty (30) days of receipt by Lessee of such audit and/or of Operator's calculations if agreed to by Lessee relating to such an adjustment, Lessee or Operator, as the case may be, shall deposit in the Disbursement Account any excess amounts which may have been distributed to them.
Adjustments to Allocations. In the event that there is an adjustment by a taxing authority to any item of income, gain, loss, deduction or other tax item attributable to a taxable period of the Partnership, its Subsidiaries or the Systems Groups (the “Adjusted Partnership Item”), (i) if the Adjusted Partnership Item relates to any taxable period ending prior to the Closed System Date, the Adjusted Partnership Item shall be allocated to the Partners in accordance with Sections 4.2, 4.3 and 4.4 of the Partnership Agreement; (ii) if the Adjusted Partnership Item is attributable to the distribution of the Systems Groups and the dissolution of the Partnership as of the Closed System Time as described in Section 1.9(b)(i), the Adjusted Partnership Item shall be allocated to the Partners in accordance with Sections 4.2, 4.3 and 4.4 of the Partnership Agreement (it being understood that if an Adjusted Partnership Item is described in Section 1.9(a)(iii), such Adjusted Partnership Item shall be allocated pursuant to Section 1.9(a)(iii) and not clause (ii) of this Section 1.9(c)); and (iii) if the Adjusted Partnership Item is not described in clause (i) or (ii) of this Section 1.9(c), such Adjusted Partnership Item with respect to such Systems Group shall be treated as derived by the applicable Receiving Partner in accordance with Section 1.9(b)(ii)(3).
