Calculation of Adjustment. The Purchase Price shall be (i) increased by the amount that the Closing Date Net Assets (as hereinafter defined), are greater than $25,099,080 (which amount is the book value of the net assets as shown on the adjusted September Balance Sheet (the "Target Net Assets"); or (ii) decreased by the amount that the Closing Date Net Assets are less than the Target Net Assets. The term "Closing Date Net Assets" as used herein shall mean the book value of the Assets set forth on the Final Closing
Calculation of Adjustment. Except as otherwise provided in Paragraph 2, to the extent that on or after the Completion Date, Developer makes capital improvements to the Project or adds new Personal and Real Property or equipment to the Project that would increase the value of the Project under applicable Massachusetts Department of Revenue regulations, the remaining annual payments in lieu of taxes under this Agreement will be increased by the product of the mill rate per thousand dollars of valuation at the time of the capital improvement multiplied by the actual cost of the capital improvement or additional Personal and Real Property or equipment and levelized over twenty years. To the extent that on or after the Completion Date, Developer retires or removes property from the Project, the remaining annual payments in lieu of taxes under this Agreement will be decreased by the product of the mill rate per thousand dollars of valuation at the time of the removal of the property times the original cost of such retired or removed property. Except as otherwise provided in Paragraph 2, in the event that new property or equipment added to the Project replaces existing property or equipment, the depreciated original cost (net book value) of the existing property or equipment will be deducted from the actual value of the new property or equipment for purposes of the payment in lieu of tax adjustment. In calculating changes in value (+ and -), the tax rate for the then current tax year shall be used in the calculation.
Calculation of Adjustment. In this Schedule, unless the context otherwise requires:
Calculation of Adjustment. (A) If the Final Closing Net Working Capital is greater than the Estimated Closing Net Working Capital, the Closing Purchase Price and number of Rollover Shares (as adjusted pursuant to Sections 2.2(c)(ii)-(iv)) will be increased dollar-for-dollar (based on the Rollover Share Value) by the amount of such excess. If the Final Closing Net Working Capital is less than the Estimated Closing Net Working Capital, the Closing Purchase Price and number of Rollover Shares (as adjusted pursuant to Sections 2.2(c)(ii)- (iv)) will be decreased dollar-for-dollar (based on the Rollover Share Value) by the amount of such shortfall.
(B) If the Final Closing Cash is greater than the Estimated Closing Cash, the Closing Purchase Price and number of Rollover Shares (as adjusted pursuant to Sections 2.2(c)(ii)- (iv)) will be increased dollar-for-dollar (based on the Rollover Share Value) by the amount of such excess. If the Final Closing Cash is less than the Estimated Closing Cash, the Closing Purchase Price and number of Rollover Shares (as adjusted pursuant to Sections 2.2(c)(ii)- (iv)) will be decreased dollar-for-dollar (based on the Rollover Share Value) by the amount of such shortfall. H:836720 15
(C) If the Final Closing Indebtedness is greater than the Estimated Closing Indebtedness, the Closing Purchase Price and number of Rollover Shares (as adjusted pursuant to Sections 2.2(c)(ii)- (iv)) will be decreased dollar-for-dollar (based on the Rollover Share Value) by the amount of such excess. If the Final Closing Indebtedness is less than the Estimated Closing Indebtedness, the Closing Purchase Price and number of Rollover Shares (as adjusted pursuant to Sections 2.2(c)(ii)- (iv)) will be increased dollar-for-dollar (based on the Rollover Share Value) by the amount of such shortfall; provided, however, that the maximum increase pursuant to this section shall be equal to the Estimated Closing Indebtedness.
(D) The amount of any decrease to the Closing Purchase Price and number of Rollover Shares, determined pursuant to this Section 2.2(d)(i), shall be paid by the Sellers (in accordance with their Pro Rata Percentages) to Buyer by a decrease in the Rollover Shares. The amount of any increase to the Closing Purchase Price, determined pursuant to this Section 2.2(d)(i), shall be paid by the Buyer to the Sellers in accordance with their Pro Rata Percentages by an increase in the number of Rollover Shares to the accounts designated by the Sellers.
(E) Any adjustment in Rollov...
Calculation of Adjustment. If a CPI Adjustment Date is specified in Item 11, the Rent on the CPI Adjustment Date will be adjusted to an amount equal to the Rent payable immediately prior to the CPI Adjustment Date multiplied by the Current CPI and divided by the Previous CPI.
Calculation of Adjustment. To the extent that the Capacity exceeds [ ] MW (AC) on the Completion Date or is increased or decreased by Developer after the Completion Date, the annual payments in lieu of taxes under this Agreement shall be increased or decreased, as the case may be, by an amount equal to $[ ] for each Megawatt base payment, prorated, as applicable, multiplied by the (AC) rated generation increase or decrease, as applicable (the “Adjusted Annual Payments”).
Calculation of Adjustment. Starting August 1, 2019, the Contractor’s rates will be adjusted up or down for any difference in the base fuel price above or below the base fuel price. For every incremental fuel price change of at least five cents ($0.05) above or below the base fuel price, there will be a fuel price adjustment added or subtracted from the route rates in the amount of $0.50 per-route-per-day. Rate adjustments up or down will not be calculated more frequently than once per month. This adjustment is independent of the C.P.I. Adjustment of paragraph 11.2, above.
Calculation of Adjustment. (i) Not later than 90 days after the Closing Date, Purchaser will prepare, or cause to be prepared, and deliver to the Company a schedule (the “Closing Date Schedule of Adjustments”) setting forth in reasonable detail (and together with reasonable supporting documentation) Purchaser’s computation of: (A) the Working Capital (the “Closing Date Working Capital”); (B) the Debt Amount (the “Closing Date Debt Amount”); and (C) (1) the difference between the Closing Date Working Capital and the Estimated Working Capital, and (2) the difference between the Closing Date Debt Amount and the Estimated Debt Amount. The Company shall have a period of 30 days after receipt of the Closing Date Schedule of Adjustments to deliver to Purchaser any objections that the Company may have to any of the matters set forth therein, which objections shall be set forth in writing and in reasonable detail and include the Company’s calculations of the relevant amounts. During such 30-day period, Purchaser shall grant to the Company and its agents and representatives reasonable access, during normal business hours and upon reasonable notice, in such a manner as to not materially interfere with normal operation of Purchaser’s business, to the books, records and other documents (including work papers) pertaining to or used in connection with the preparation of the Closing Date Schedule of Adjustments. If the Company does not deliver any written objections to Purchaser within such 30-day period, the Company shall be deemed to have accepted the Closing Date Schedule of Adjustments and Purchaser’s calculations of the Closing Date Working Capital and Closing Date Debt Amount, and the Company shall have irrevocably waived any right to object thereto. If the Company does timely deliver such written objections, Purchaser and the Company shall, for a period of 30 days thereafter, attempt to resolve such objections in good faith.
(ii) If the Company and Purchaser do not resolve all such objections to the Closing Date Schedule of Adjustments within such 30-day period, then any remaining disputes shall be submitted not later than five Business Days after the expiration of the 30-day period to KPMG LLP (the “Independent Accountant”). The Independent Accountant shall be instructed to deliver a decision solely with respect to the items to which the Company has objected, and any other matters referred to it for determination, within ten Business Days after the submission of such matters to the Independ...
Calculation of Adjustment. Any adjustment of the Current Warrant Price pursuant to this section shall be calculated to $.000001 per share of Common Stock.
Calculation of Adjustment. The Purchased Assets Purchase Price shall be reduced by the amount that the Net Working Capital Amount as of the Closing Date is less than the Net Working Capital Amount as of the Balance Sheet Date, which is $8,763,643, as shown on the calculation attached hereto as Schedule 2.3(a)
