Calculation and Adjustment Sample Clauses

Calculation and Adjustment. As promptly as reasonably practicable -------------------------- after it becomes available, Buyer shall deliver to Seller a true and complete copy of each Annual and Quarterly Statement of each Subject Entity as filed with the appropriate insurance regulatory authority for any period ending at or prior to the Settlement Date (as defined in Section 15.02), together with any actuarial opinion, affirmation or certification filed in connection therewith. Not later than 90 days following the end of each calendar year until the Settlement Date, and not later than 90 days following the Settlement Date, Buyer shall provide Seller with a written report (the "Reserve Report") reflecting the calculation contemplated by Section 15.02 ("Indicated Reserve Amount"), together with all work papers and actuarial memoranda used in establishing the Indicated Reserve Amount. The calculation of the Indicated Reserve Amount will be prepared in conformity with GAAP as in effect on the Closing Date consistently applied and the books and records of the Subject Entities (with the exception of ULAE which shall be calculated in accordance with Section 15.02), and will present fairly the loss and loss adjustment expense reserves of the Insurance Companies as of the Settlement Date (or earlier date thereof). In the event that the Indicated Reserve Amount reflected on the final Reserve Report prepared as of the Settlement Date exceeds the loss and loss adjustment expense ("LAE") reserves, net of related third party reinsurance, salvage and subrogation recoverables and receivables, as shown in the Closing Date Balance Sheet ("Closing Reserves"), by at least $500,000, Seller shall pay or cause to be paid to Buyer in immediately available funds 90% of the amount (including such $500,000 amount) by which the Indicated Reserve Amount exceeds the Closing Reserves (including such $500,000 amount). In the event that the Closing Reserves exceed the Indicated Reserve Amount by at least $500,000, Buyer shall pay or cause to be paid to Seller in immediately available funds 90% of the amount (including such $500,000 amount) by which the Closing Reserves exceed the Indicated Reserve Amount (including such $500,000 amount). Notwithstanding anything herein to the contrary, Seller shall not in any event be required to pay any amounts hereunder which would individually or in the aggregate exceed $50,000,000.
Sample 1
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Calculation and Adjustment. Overtime shall be computed to the nearest one-quarter (1/4) hour. The Medical Center relies on time clock records, and may adjust time clock reports when no reason justifies an employee in attendance at the Medical Center. Such action shall be based on an interview with the Employee and a documented finding that time was not worked. Employees shall clock out punctually.
Sample 1

Related to Calculation and Adjustment

  • Prorations and Adjustments The following shall be prorated and adjusted between Seller and Buyer as of the Closing Date, except as otherwise specified:

  • Year-End Adjustment 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 amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

  • CPI Adjustment In this Agreement, “CPI-Adjusted” in reference to an amount means that amount is adjusted under the following formula: N  C  (1 CPIn  CPIc ) CPIc where: ”N” is the new amount being calculated; and “C” is the current amount being adjusted; and

  • Calculation of Adjustments All adjustments to the Settlement Rate shall be calculated to the nearest 1/10,000th of a share of Common Stock (or if there is not a nearest 1/10,000th of a share to the next lower 1/10,000th of a share). No adjustment in the Settlement Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Settlement Rate pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.6(a), an adjustment shall also be made to the Applicable Market Value solely to determine which of clauses (i), (ii) or (iii) of the definition of Settlement Rate in Section 5.1(a) will apply on the Stock Purchase Date. Such adjustment shall be made by multiplying the Applicable Market Value by a fraction, the numerator of which shall be the Settlement Rate immediately after such adjustment pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.6(a) and the denominator of which shall be the Settlement Rate immediately before such adjustment; provided, that if such adjustment to the Settlement Rate is required to be made pursuant to the occurrence of any of the events contemplated by paragraph (1), (2), (3), (4), (5), (7) or (10) of this Section 5.6(a) during the period taken into consideration for determining the Applicable Market Value, appropriate and customary adjustments shall be made to the Settlement Rate.

  • Distributions and Adjustments (a) If any Shares vest subsequent to any change in the number or character of the Common Stock of the Company without additional consideration paid to the Company (through any stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or otherwise), you shall then receive upon such vesting the number and type of securities or other consideration which you would have received if such Shares had vested prior to the event changing the number or character of the outstanding Common Stock.

  • Closing Prorations and Adjustments The prorations set forth in this Section 6.5 shall be on a Property-by-Property basis and not among, or between, Properties, and shall not be allocated on an Applicable Share basis.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Final Adjustment As soon as practicable, the Company will prepare and deliver to Centerprise a final calculation of Net Working Capital revised to reflect all collections of AR up to the date 180 days from the Closing Date. Centerprise will review such calculation and any records, work papers and other documents related thereto. Within 10 days of receipt of such calculation, Centerprise will deliver to the Member Representative a written report indicating the amount and nature of any adjustment to the Basic Purchase Consideration determined in accordance with Section 2.2.1 (the "Final Adjustment").

  • Tax Adjustment Tenant shall pay as additional rent for each Calendar Year that amount (the "Tax Adjustment Amount") which is Tenant's Proportionate Share of the amount by which the Taxes incurred with respect to such Calendar Year exceed the Tax Base Amount. The Tax Adjustment Amount with respect to each Calendar Year shall be paid in monthly installments, in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. Following the close of each Calendar Year, Landlord shall cause the amount of the Tax Adjustment Amount for such Calendar Year to be computed based on Taxes for such Calendar Year and Landlord shall deliver to Tenant a statement of such amount and Tenant shall pay any deficiency as shown by such statement to Landlord within 30 days after receipt of such statement. If the total of the estimated monthly installments paid by Tenant during any Calendar Year exceeds the actual Tax Adjustment Amount due from Tenant for such Calendar Year, then, at Landlord's option such excess shall be either credited against payments next due hereunder or refunded by Landlord, provided Tenant is not then in default hereunder. The amount of any refund of Taxes received by Landlord shall be credited against Taxes for the year in which such refund is received. In determining the amount of Taxes for any year, the amount of special assessments to be included shall be limited to the amount of the installment (plus any interest payable thereon) of such special assessment required to be paid during such year as if the Landlord had elected to have such special assessment paid over the maximum period of time permitted by law; if the authority to whom such assessment is to be paid shall not permit such assessment to be paid in installments, the amount of such assessment shall be treated as being amortized over such number of calendar years, beginning with the Calendar Year in which the assessment is payable, as Landlord shall reasonably determine, with interest at the rate of 15% per annum on the unamortized amount, and such amortization and interest for each Calendar Year shall be included in Taxes for that Calendar Year.

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