Adjustments to Purchase Price Sample Clauses

Adjustments to Purchase Price. The Preliminary Purchase Price shall be adjusted as follows and the resulting amount shall be herein called the “Final Purchase Price”: (a) The Preliminary Purchase Price shall be adjusted upward by the following: (1) The value of all merchantable oil in storage above the pipeline connection at the Effective Time that is credited to the Interests, such value to be the market or contract price in effect as of the Effective Time less taxes deducted by the purchaser of such oil; (2) The amount of all expenditures (including, without limitation, royalties, rentals and other charges, ad valorem, property, production, excise, severance, windfall profit and other taxes based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom, expenses billed under applicable operating agreements and, in the absence of an operating agreement, expenses of the sort customarily billed under such agreements) paid by or on behalf of Seller in connection with the operation of the Interests after the Effective Time; (3) An amount equal to all prepaid expenses attributable to the Interests that are paid by or on behalf of Seller prior to the Closing Date and that are, in accordance with generally accepted accounting principles, attributable to the period after the Effective Time including, without limitation, prepaid ad valorem, property, production, severance and similar taxes (but not including income taxes) based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom; and (4) Any other amount agreed upon in writing by Seller and Buyer. (b) The Preliminary Purchase Price shall be adjusted downward by the following: (1) Proceeds received by Seller prior to the Closing Date attributable to the Interests and that are, in accordance with generally accepted accounting principles, attributable to the period of time after the Effective Time; (2) An amount equal to all unpaid ad valorem, property, production, severance and similar taxes and assessments (but not including income taxes) based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom accruing to the Interests prior to the Effective Time, which amount shall be computed based upon such taxes assessed against the applicable portion of the Interests for the preceding calendar year or, if such taxes are assessed on other than a calendar year basis, for...

Adjustments to Purchase Price. Only the items set out in Schedule B (or an amendment to Schedule B), shall be the subject of adjustment or change to the purchase price or the balance due on Closing. The Vendor agrees that it shall not charge as an adjustment or readjustment to the purchase price of the home, any reimbursement for a sum paid or payable by the Vendor to a third party unless the sum is ultimately paid to the third party either before or after Closing. If the Vendor charges an amount in contravention of the preceding sentence, the Vendor shall forthwith readjust with the Purchaser. This section shall not: restrict or prohibit payments for items disclosed in Part I of Schedule B which have a fixed fee; nor shall it restrict or prohibit the parties from agreeing on how to allocate as between them, any rebates, refunds or incentives provided by the federal government, a provincial or municipal government or an agency of any such government, before or after Closing.

Adjustments to Purchase Price. The Purchase Price shall be reduced on the Purchase Price Payment Date (a “Purchase Price Adjustment”) with respect to any Receivable previously conveyed to RFC VIII by TRS which is reduced by the related Account Owner, TRS or the Servicer because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or because the Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible. The amount of such reduction shall equal the reduction in the balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS agrees that, on the Purchase Price Payment Date, TRS shall pay or cause to be paid to RFC VIII an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided, however, that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation on the part of RFC VIII as Transferor to make a deposit in the Excess Funding Account pursuant to Section 2.5 of the Servicing Agreement, then TRS and RFC VIII hereby agree that the date that RFC VIII is required to make such deposit pursuant to Section 2.5 of the Servicing Agreement shall be a Purchase Price Payment Date.

Adjustments to Purchase Price. The Purchase Price shall be adjusted as follows, and the resulting amount shall be herein called the “Adjusted Purchase Price”:

Adjustments to Purchase Price. The Purchase Price payable, and the number of shares of Preferred Stock (or Common Stock or other securities, as the case may be) issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until the earlier of (i) three years from the date of the event giving rise to such adjustment and (ii) the time at which cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares will be issued (other than fractional shares which are integral multiples of one one-hundredth of a share of Preferred Stock) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise.

Adjustments to Purchase Price. The Purchase Price shall be adjusted (the "Adjusted Purchase Price") at the Closing, by the "Interim Settlement Statement" (hereinafter defined in this paragraph and in Paragraph 9 below), and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter defined in Paragraph 13 below), as follows: (a) The Purchase Price shall be increased by the following: (1) the value of all merchantable allowable oil or other liquid hydrocarbons in storage owned by Seller in the tanks or above the pipeline connection at the Effective Date, and not previously sold by Seller, that is credited to the share of the Property being acquired hereunder, valued at the contract price thereto, or if none, the actual price received by Purchaser, less taxes or gravity adjustments deducted by the purchaser of such oil or other liquid hydrocarbons; (2) the amount of all reasonable expenditures made in connection with the ownership, operation, and maintenance of the share of the Property being acquired hereunder, (including royalties and rentals) and in accordance with generally accepted accounting principles and prudent operations, attributable solely to the period from and after the Effective Date and which are paid by or on behalf of Seller after the Effective Date; (3) an amount equal to all prepaid expenses, attributable to the ownership, operation, and maintenance of the share of the Property being acquired hereunder that are paid by or on behalf of Seller after the Effective Date and prior to the Closing Date and that are, in accordance with generally accepted accounting principles, attributable solely to the period from and after the Effective Date; (4) any other amount agreed upon by Purchaser and Seller. (b) The Purchase Price shall be decreased by the following: (1) the amount of any proceeds from the sale of Production attributable to the share of the Property being acquired hereunder attributable to the period on or after the Effective Date (net of production, severance, and similar taxes and assessments measured by or payable out of production) actually received or accrued by or on behalf of Seller; (2) an amount equal to all unpaid ad valorem, property, production, profit, severance, and similar taxes and assessments based upon or measured by the ownership of the share of the Property being acquired hereunder or the production of oil, gas, or other minerals therefrom or the receipt of proceeds attributable thereto, which accrue to or are chargeable against such...

Adjustments to Purchase Price. All adjustments to the Purchase Price shall be made (i) according to the factors described in this Section, (ii) in accordance with generally accepted accounting principles as consistently applied in the oil and gas industry, and (iii) without duplication.

Adjustments to Purchase Price. The Purchase Price payable, and the number of shares of Preferred Stock (or Common Stock or other securities, as the case may be) issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until the earlier of (i) three years from the date of the event giving rise to such adjustment and (ii) the time at which cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares will be issued (other than fractional shares which are integral multiples of one one-thousandth of a share of Preferred Stock) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Redemption and Exchange of Rights At any time prior to 5:00 P.M. New York City time on the tenth calendar day following the Shares Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights, the Company shall make announcement thereof, and upon such action, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after the occurrence of the event set forth under the heading "Exercise of Rights for Common Stock of the Company" above, the Board of Directors may exchange the Rights (other than Rights owned by the Acquiring Person which shall have become void), in whole or in part, at an exchange ratio of one share of Common Stock (or a fraction of a share of Preferred Stock having the same market value) per Right (subject to adjustment).

Adjustments to Purchase Price. Within sixty (60) days after the Closing, Seller shall examine its books and records and determine the accuracy of the information set forth in the Closing Statement and deliver to Purchaser an updated closing statement setting forth the actual computation of the Purchase Price for the Branches (the “Final Closing Statement”). Without limiting the generality of the foregoing, the Final Closing Statement shall include an update to address any Extensions of Credit To Be Repurchased. The Final Closing Statement shall become final and binding on Purchaser and Seller unless Purchaser gives written notice to Seller of its actual or potential disagreement with respect to any item included in such Final Closing Statement before 5:00 p.m. on the tenth (10th) Business Day after its delivery to Purchaser. Seller and Purchaser shall use their reasonable best efforts to resolve the disagreement or concern during the ten (10) Business Day period following receipt by Seller of such notice. If the disagreement or concern is not resolved during such ten (10) Business Day period, then the dispute shall be referred to an independent accounting firm of nationally recognized standing proposed by Seller (and approved by Purchaser unless good cause exists for disapproval) that has not represented any of the parties hereto within the preceding two (2) years, and such Final Closing Statement shall be modified, if required, by the independent accounting firm, and thereupon, such Final Closing Statement shall become final and binding. The cost of the independent accounting firm shall be shared and paid by Purchaser and/or Seller, each of whom will pay an amount equal to the aggregate amount of such accounting firm’s fees and expenses multiplied by a fraction, the numerator of which is the portion of all contested amounts not awarded to such party and the denominator of which is the aggregate of all contested amounts, each as determined by such accounting firm. Once the Final Closing Statement has become final and binding, and in the event that such Final Closing Statement differs from the Closing Statement, the consideration hereunder shall be adjusted in accordance with such Final Closing Statement as follows: (a) if the sum of the Purchase Price and the Settlement Payment for the Branches exceeds the Assumed Deposits set forth in the Final Closing Statement for the Branches, Purchaser shall pay Seller an amount equal to such difference; or (b) if the Assumed Deposits set forth in ...

Adjustments to Purchase Price. The Purchase Price shall be adjusted on each Distribution Date (a "Credit Adjustment") with respect to any Receivable previously conveyed to the Purchaser by the Seller which has since been reversed by the Seller or the Servicer because of a rebate, refund, unauthorized charge or billing error to a cardholder because such Receivable was created in respect of merchandise which was refused or returned by a cardholder or due to the occurrence of any other event referred to in Section 3.9 of the Pooling and Servicing Agreement. The amount of such adjustment shall equal (x) the reduction in the principal balance of such Receivable resulting from the occurrence of such event multiplied by (y) the quotient (expressed as a percentage) of (i) the Purchase Price for Principal Receivables payable on such Distribution Date computed in accordance with Section 3.1 divided by (ii) the Principal Receivables paid for on such date pursuant to such Section. In the event that an adjustment pursuant to this Section 3.2 causes the Purchase Price to be a negative number, the Seller agrees that, not later than 1:00 P.M. New York City time on such Distribution Date, the Seller shall pay to the Purchaser an amount equal to the amount by which the Purchase Price minus the Credit Adjustment would be a negative number.