Adjustments to Cash Consideration Sample Clauses

Adjustments to Cash Consideration. (a) The Cash Consideration shall be increased by the following amounts: (i) the value of all oil and gas in storage or pipelines at the Effective Time above the pipeline connection or upstream of the sales meter which is credited to the Assets, such value to be the market value or, if applicable, the contract price in effect as of the Effective Time, less taxes and deductions by the purchaser(s) of production (provided that Seller shall not receive any of the proceeds attributable to the sale of such oil and gas); (ii) an amount equal to all prepaid expenses attributable to the Assets that are paid by Seller in the ordinary course of business prior to the Closing Date that inure to the benefit of Buyer and that are in accordance with generally accepted accounting principles, attributable to the ownership and operation of the Assets on and after the Effective Time, including without limitation, prepaid Asset Taxes (but excluding income Taxes); (iii) without duplication of Section 2.4(a)(i), an amount equal to all proceeds from the sale of hydrocarbons (net of any royalties, overriding royalties or other burdens on or payable out of production, gathering, processing and transportation costs) produced from or attributable to the Assets prior to the Effective Time which were paid to Buyer and not delivered to Seller; (iv) any amounts contained in joint interest xxxxxxxx submitted in the ordinary course of business (and which pertain to ordinary operating expenditures) to the extent such amounts remain unpaid by Magnum Hunter and which are attributable to Magnum Hunter’s or PRC Williston LLC’s interests owned as of the date hereof in and to all properties jointly owned by Seller and Magnum Hunter or PRC Williston LLC, including without limitation, the Units, Xxxxx and Leases; and (v) any other amount agreed upon by the Parties in writing. (b) The Cash Consideration shall be decreased by the following amounts: (i) an amount equal to any unpaid expenses attributable to the ownership and operation of the Assets prior to the Effective Time including without limitation, Asset Taxes (but excluding income Taxes); (ii) an amount equal to all proceeds from the sale of hydrocarbons (net of any royalties, overriding royalties or other burdens on or payable out of production, gathering, processing and transportation costs) produced from or attributable to the Assets on and after the Effective Time which were paid to Seller and not delivered to Buyer; (iii) an amount equal ...

Adjustments to Cash Consideration. All adjustments to the Cash Consideration shall be made according to the factors described in this Section 2.3 and without duplication.

Adjustments to Cash Consideration. 3.2.1. Appropriate adjustments on a pro rata basis as of the Closing Date will be made for all prepaid expenses other than inventory (but only to the extent the full benefit thereof will be realizable by Transferee within 12 months after the Closing Date), accrued vacation (only to the extent Transferee honors such accrual as set forth in Section 7.3.4 below), accrued expenses (including real and personal property taxes), prepaid income but exclusive of any unearned revenues from the Home Shopping Network, all as determined in accordance with GAAP consistently applied, and to reflect the principle that all expenses and income attributable to the business and operations of the Systems for the period prior to the Closing Date are for the account of Transferor, and all expenses and income attributable to the business and operations of the Systems for the period on and after the Closing Date are for the account of Transferee. 3.2.2. All advance payments to, or funds of third parties on deposit with, Transferor as of the Closing Date, relating to the business and operations of the Systems, including advance payments by advertisers and advance payments and deposits by customers served by the Systems for converters, encoders, decoders, cable television service and related sales (including any accrued interest on such customer deposits), will be retained by Transferor, and Transferee shall receive a credit for assuming the obligations relating to such advance payments and deposits in an amount equal to such obligations. 3.2.3. All deposits relating to the business and operations of the Systems that are held by third parties as of the Closing Date for the account of Transferor or as security for Transferor's performance of its obligations, including deposits on leases and deposits for utilities, will be credited to the account of Transferor in their full amounts and will become the property of Transferee; provided that no adjustment will be made for any deposits the full benefit of which for contractual or other reasons cannot be made available to Transferee within 12 months following the Closing Date. 3.2.4. Transferor shall receive a credit for customer accounts receivable assigned to Transferee at Closing as follows: (i) 100% of the face amount of the customer accounts receivable which are outstanding 60 days or less from the first day of the period to which any outstanding xxxx for such account receivable relates, and (ii) Transferor shall receive no credit for...

Adjustments to Cash Consideration. The Cash Consideration shall be appropriately increased or decreased, as applicable, by an amount per share equal to the Pro Rata Share (as defined below) of the sum (without duplication) of the following: (1) Any increase or decrease, as applicable, in the estimated net after tax proceeds to the Company from the Sales included in the Closing Adjustment (as defined below) from those estimated on the date hereof and set forth on SCHEDULE A attached hereto; PLUS (2) Any increase or decrease, as applicable, in the estimated net after tax costs of the Company with respect to stock options granted by the Company and outstanding at the Effective Time included in the Closing Adjustment from those estimated on the date hereof and set forth on SCHEDULE A attached hereto (including any change resulting from any purchase price adjustment provided for in Section 1.2 of the AUM Agreement); PLUS (3) Any increase or decrease, as applicable, in the estimated net after tax costs of the Company with respect to transaction expenses paid or payable by the Company to third parties in connection with the Transactions("Transaction Expenses") included in the Closing Adjustment from those estimated on the date hereof and set forth on SCHEDULE A attached hereto, PLUS (4) Any increase or decrease, as applicable, in the estimated net after tax deduction for the net corporate liabilities from those estimated on the date hereof and set forth on SCHEDULE A attached hereto, PLUS (5) Any increase or decrease, as applicable, in the net tax adjustment with respect to eliminating the estimated taxes on the AUM Sale net of the estimated tax benefit inuring to the AUM Buyer for the Section 338(h)(10) election from those estimated on the date hereof and set forth on SCHEDULE A attached hereto.

Adjustments to Cash Consideration. The following amounts shall be calculated as of the Closing Time with respect to each of TCI and the Partnership (the "Pro Rata Adjustments"): (a) Appropriate adjustments on a pro rata basis as of the Closing Time will be made with respect to each of TCI and the Partnership for all prepaid expenses other than inventory (but only to the extent the full benefit of such prepaid expenses will be realizable by the other party within 12 months after the Closing Date), and for all accrued expenses (including real and personal property taxes), copyright fees and franchise or license fees or charges, prepaid income, subscriber prepayments and, subject to paragraph (e) below, accounts receivable related to such party's Cable Business, all as determined in accordance with GAAP consistently applied and to reflect the principle that all expenses and income attributable to such party's Cable Business for the period through and including the Closing Time are for the account of such party, and all expenses and income attributable to such party's Cable Business for the period after the Closing Time are for the account of the other party. (b) All advance payments to, or funds of third parties on deposit with, TCI or the Partnership as of the Closing Time and relating to such party's Cable Business, including advance payments and deposits (including any accrued interest on such deposits) by subscribers served by such party's Cable Business for converters, encoders, decoders, cable television service and related sales, shall be assumed by, and credited to the account of, the other party. (c) There shall be credited to each party the economic value of all accrued vacation time that such party credits after the Closing Time to the employees of the other party that are hired by such party pursuant to Section 7.3(g), where economic value is the amount equal to the cash compensation that would be payable to each such employee at his or her level of compensation on the Closing Date for a period equal to such employee's credited accrued vacation. (d) All deposits relating to the business and operations of each party's Systems that are held by third parties as of the Closing Time for the account of such party or as security for such party's performance of its obligations, including deposits on leases and deposits for utilities, will be credited to the account of such party in their full amounts and will become the property of the other party; provided that no adjustment will be made ...

Adjustments to Cash Consideration. The Cash Consideration may be adjusted by the Buyer to pay for any taxes owed by the Company. If adjusted, the Buyer shall make any delinquent payments within thirty (30) days of the payment of the Cash Consideration.

Adjustments to Cash Consideration. Not later than three nor more than five Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a certificate, executed by the chief financial officer of the Company, certifying its good faith estimate of the Cash Consideration and all components thereof (including reasonably detailed calculations of the Net Working Capital, the Cash Amount, the Closing Indebtedness and the Unpaid Seller Expenses). As promptly as practicable, but not later than one Business Day prior to the Closing, Parent shall identify any adjustments that it believes are required to the certificate delivered by the Company and during such period of review, Parent shall have reasonable access to the working papers used in connection with the Company’s preparation of the Closing Statement and the employees who prepared the Closing Statement. If Parent identifies any such adjustments, Parent and the Company shall use commercially reasonable efforts to promptly resolve such dispute, after which the Company shall re-deliver to Parent the certificate required by this Section 1.2(b). The Cash Consideration set forth on the form of certificate finally delivered pursuant to this Section 1.2(b) and acceptable to Parent is referred to herein as the “Closing Cash Consideration”.

Adjustments to Cash Consideration. At the Effective Time, the aggregate Cash Consideration shall be adjusted, if applicable, as follows:

Adjustments to Cash Consideration. (a) To the extent the total rated horsepower at Closing (based on mutually agreed upon horsepower ratings) of the PSI-Owned Fleet, the Units In-Production and the S&S-Owned Fleet is more or less than 103,422 horsepower, the Promissory Note shall be increased or decreased by an aggregate amount of $550.00 per horsepower. (b) The portion of the Cash Consideration paid in cash at Closing will also be adjusted on a dollar-for-dollar basis to the extent that the value of the Receivables at Closing is greater or less than $1,000,000.00. (c) Sellers and Purchaser acknowledge and agree that the total rated horsepower of the PSI-Owned Fleet, the Units In-Productions and the S&S Owned-Fleet may not be readily determinable because of sales and pending sales by Sellers of units a part of the PSI-Owned Fleet, the Units In-Production and the S&S Owned-Fleet prior to Closing. Sellers and Purchaser acknowledge and agree that within forty-five (45) days after Closing they will mutually agree as to the total number of units and the aggregate total rated horsepower of the PSI Owned-Fleet, the Units In-Productions and S&S Owned-Fleet as of the Closing and, if necessary, adjust the Promissory Note as per the provisions of Section 2.3(a) to reflect the correct Cash Consideration.

Adjustments to Cash Consideration. (a) The Cash Consideration shall be increased or decreased (on a dollar for dollar basis), as the case may be, for any increase or decrease in the Net Assets as of the Closing Date as set forth on the Closing Statement as compared to the Net Assets as of October 28, 1995 included in the Estimated October 28, 1995 Balance Sheet. (b) As soon as is reasonably practicable following the Closing Date, Transferors shall prepare and deliver to GHI the Closing Statement which shall set forth the adjustments to the Cash Consideration to be made, if any, in accordance with Section 2.3(a). In connection with the preparation of the Closing Statement, GHI shall grant Transferors and its accountants, counsel and other representatives, full and complete access to all of the books and records of the Business. The Closing Statement shall be audited by Transferors' independent public accountants and Transferors and Transferees shall provide such independent public accountants with such information, certificates and representations (including but not limited to a management's letter of representation) reasonably requested by such accountants in order for such accountants to render an unqualified opinion with respect to the Closing Statement.