Common use of Calculation of Adjustments Clause in Contracts

Calculation of Adjustments. (a) Each of AT&T Illinois and Insight will estimate in good faith with respect to its Systems, and set forth, together with a detailed statement of the calculation thereof, the adjustments and prorations with respect to its Cable Business prescribed by Section 3.2 (the "Pro Rata Adjustments"), in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party and delivered to the other party at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Time, in summary form, supporting the determination of the Pro Rata Adjustments proposed in such certificate. Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Pro Rata Adjustments. If the recipient provides a notice of disagreement with the preparer's estimates of such amounts within such five Business Day period, AT&T Illinois and Insight shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Time. The estimates so agreed upon by AT&T Illinois and Insight or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate prior to the Closing Date or if the recipient fails to provide a notice of disagreement with the preparer's estimates of such amounts within the time provided) the estimates of such Pro Rata Adjustments set forth in the Initial Adjustments Certificate shall be the basis for determining the preliminary Adjustment Amount payable pursuant to Section 3.2. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below.

Calculation of Adjustments. (a) Each of AT&T Illinois and Insight will estimate in good faith with respect to its Systems, and set forth, together with a detailed statement of the calculation thereof, the adjustments and prorations with respect to its Cable Business prescribed by Section 3.2 3.1 (the "Pro Rata Adjustments"), ) in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party AT&T and delivered to the other party Insight at least 10 Business Days prior to the Closing. Each The Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Adjustment Time, in summary form, supporting the determination of the Pro Rata Adjustments proposed in such certificate. Following receipt of such the Initial Adjustment Certificate, the recipient Insight shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate AT&T of any disagreements with the preparerAT&T's estimates of its Pro Rata AdjustmentsAdjustment. If the recipient Insight provides a notice of disagreement with the preparerAT&T's estimates of such amounts within such five Business Day period, AT&T Illinois and Insight shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Adjustment Time. The estimates so agreed upon by AT&T Illinois and Insight (or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate prior to the Closing Date or if the recipient Insight fails to provide a notice of disagreement with the preparerAT&T's estimates of such amounts within the time provided) the estimates of such Pro Rata Adjustments set forth in the Initial Adjustments Certificate shall be the basis for determining the preliminary Adjustment Amount payable pursuant to Section 3.23.1. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below.

Calculation of Adjustments. (a) Each of AT&T Illinois and Insight will estimate in good faith with respect to its Systems, and set forth, together with a detailed statement of the calculation thereof, the adjustments and prorations with respect to its Cable Business prescribed by Section 3.2 (the "Pro Rata Adjustments"), ) in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party and delivered to the other party at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Adjustment Time, in summary form, supporting the determination of the Pro Rata Adjustments proposed in such certificate. Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Pro Rata Adjustments. If the recipient provides a notice of disagreement with the preparer's estimates of such amounts within such five Business Day period, AT&T Illinois and Insight shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Adjustment Time. The estimates so agreed upon by AT&T Illinois and Insight or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate prior to the Closing Date or if the recipient fails to provide a notice of disagreement with the preparer's estimates of such amounts within the time provided) the estimates of such Pro Rata Adjustments set forth in the Initial Adjustments Certificate shall be the basis for determining the preliminary Adjustment Amount payable pursuant to Section 3.2. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below.

Calculation of Adjustments. (a) Each of AT&T Illinois TCI and Insight will estimate in good faith the Closing Adjustments with respect to its SystemsSystems and in the case of Insight, with respect to the Exchange Systems (subject to Section 3.2(i) and provided that Insight's Closing Adjustments with respect to the Exchange Systems will be based solely on the certificates provided by TCI under the Exchange Agreement), and set forthforth the same, together with a detailed statement of the calculation thereof, the adjustments and prorations with respect to its Cable Business prescribed by Section 3.2 (the "Pro Rata Adjustments"), in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party and delivered to the other party at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Time, in summary form, supporting the determination of the Pro Rata Adjustments Closing Adjustment proposed in such certificate. Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Pro Rata AdjustmentsClosing Adjustment. If the recipient provides a notice of disagreement with the preparer's estimates of such amounts within such five Business Day period, AT&T Illinois TCI and Insight shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Time. The estimates so agreed upon by AT&T Illinois TCI and Insight or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate prior to the Closing Date or if the recipient fails to provide a notice of disagreement with the preparer's estimates of such amounts within the time provided) the estimates of such Pro Rata Closing Adjustments set forth in the Initial Adjustments Certificate shall be the basis for determining the preliminary Adjustment Amount amount payable pursuant to Section 3.2. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below.

Calculation of Adjustments. (a) Each of AT&T Illinois and Insight party will estimate in good faith with respect to its Systems, and set forth, together with a detailed statement of the calculation thereof, the adjustments and prorations with respect to its Cable Business prescribed by Section 3.2 (the "Pro Rata Adjustments"), in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party and delivered to the other party at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Time, in summary form, supporting the determination of the Pro Rata Adjustments proposed in such certificate. Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Pro Rata Adjustments. If the recipient provides a notice of disagreement with the preparer's estimates of such amounts within such five Business Day period, AT&T Illinois TCI and Insight shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Time. The estimates so agreed upon by AT&T Illinois TCI and Insight or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate prior to the Closing Date or if the recipient fails to provide a notice of disagreement with the preparer's estimates of such amounts within the time provided) the estimates of such Pro Rata Adjustments set forth in the Initial Adjustments Certificate shall be the basis for determining the preliminary Adjustment Amount payable pursuant to Section 3.2. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below.

Calculation of Adjustments. (a) Each of AT&T Illinois and Insight Member will estimate in good faith with respect to its their respective Systems, and set forth, together with a detailed statement of the calculation thereof, the adjustments and prorations with respect to its Cable Business prescribed by Section 3.2 3.1 (the "Pro Rata Adjustments"), in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party Fishxx xx TCI, as appropriate, and delivered to the other party Member at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Timedate of such certification, in summary form, supporting the determination of and the Pro Rata Adjustments proposed in such certificate. Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Pro Rata the Adjustments. If the recipient provides a notice of disagreement with the preparer's estimates of such amounts within such five Business Day period, AT&T Illinois TCI and Insight shall Fishxx xxxll negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated amounts as of the Closing TimeDate. The estimates estimate so agreed upon by AT&T Illinois TCI and Insight or Fishxx xx (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate Adjustment Certificates prior to the Closing Date or if the recipient fails to provide a notice of disagreement with the preparer's estimates of such amounts within the time provided) the estimates of such Pro Rata Adjustments set forth in the Initial Adjustments Certificate Adjustment Certificates shall be the basis for determining the preliminary net Adjustment Amount payable pursuant to set forth in Section 3.23.1. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation For purposes of the Final Adjustment Certificate pursuant to paragraph (b) below.this section,

Calculation of Adjustments. (a) Each of AT&T Illinois and Insight will estimate in good faith with respect to its Systems and the AT&T Systems, and set forth, together with a detailed statement of the calculation thereof, the adjustments and prorations with respect to its Cable Business and the AT&T Cable Business prescribed by Section 3.2 (the "“Pro Rata Adjustments"”), in a certificate separate certificates for its Systems and Cable Business and the AT&T Systems and the AT&T Cable Business (the "“Initial Adjustment Certificate"Certificates”) executed by an authorized representative of such party Insight and delivered to the other party AT&T Broadband at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Time, in summary form, supporting the determination of the Pro Rata Adjustments proposed in such certificate. Following receipt of such Initial Adjustment CertificateCertificates, the recipient AT&T Broadband shall have five 10 Business Days to review such schedule schedules and supporting information and to notify the preparer of such Initial Adjustment Certificate Insight of any disagreements with the preparer's Insight’s estimates of its the Pro Rata Adjustments. If the recipient AT&T Broadband provides a notice of disagreement with the preparer's Insight’s estimates of such amounts within such five 10 Business Day period, AT&T Illinois Broadband and Insight shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Time. The estimates so agreed upon by AT&T Illinois Broadband and Insight or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate Certificates prior to the Closing Date or if the recipient AT&T Broadband fails to provide a notice of disagreement with the preparer's Insight’s estimates of such amounts within the time provided) the estimates of such the Pro Rata Adjustments set forth in the Initial Adjustments Certificate Certificates shall be the basis for determining the preliminary Adjustment Amount payable pursuant to Section 3.2. All disagreements that may exist with respect to the Initial Adjustment Certificate Certificates shall be resolved in connection with the preparation of the Final Adjustment Certificate Certificates pursuant to paragraph (b) below.

Calculation of Adjustments. (a) Each of AT&T Illinois and Insight will estimate in good faith the Closing Adjustments with respect to its SystemsSystems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and the Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement), and set forthforth the same, together with a detailed statement of the calculation thereof, the adjustments and prorations with respect to its Cable Business prescribed by Section 3.2 (the "Pro Rata Adjustments"), in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party and delivered to the other party at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Time, in summary form, supporting the determination of the Pro Rata Adjustments Closing Adjustment proposed in such certificate. Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Pro Rata AdjustmentsClosing Adjustment. If the recipient provides a notice of disagreement with the preparer's estimates of such amounts within such five Business Day period, AT&T Illinois and Insight shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Time. The estimates so agreed upon by AT&T Illinois and Insight or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate prior to the Closing Date or if the recipient fails to provide a notice of disagreement with the preparer's estimates of such amounts within the time provided) the estimates of such Pro Rata Closing Adjustments set forth in the Initial Adjustments Certificate shall be the basis for determining the preliminary Adjustment Amount payable Aggregate Gross Fair Market Value and Permitted Debt pursuant to Section 3.2. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below.

Calculation of Adjustments. (a) Each of AT&T Illinois and Insight party will estimate in good faith with respect to its Systems, and set forth, together with a detailed statement of the calculation thereof, the adjustments Annualized Cash Flow and prorations Pro Rata Adjustments with respect to its Cable Business prescribed by Section 3.2 (the "Pro Rata Adjustments"), in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party and delivered to the other party at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Time, in summary form, supporting the determination of the Annualized Cash Flow and Pro Rata Adjustments proposed in such certificate. Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Annualized Cash Flow or Pro Rata Adjustments. If the recipient provides a notice of disagreement with the preparer's estimates of such amounts within such five Business Day period, AT&T Illinois TCI and Insight the Partnership shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Time. The estimates so agreed upon by AT&T Illinois TCI and Insight the Partnership or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Adjustment Certificate prior to the Closing Date or if the recipient fails to provide a notice of disagreement with the preparer's estimates of such amounts within the time provided) the estimates of such Annualized Cash Flow and Pro Rata Adjustments set forth in the Initial Adjustments Adjustment Certificate shall be the basis for preliminarily determining the preliminary Adjustment Amount payable Cash Consideration to be paid pursuant to Section 3.23.1 and the preliminary adjustment to be made to Cash Consideration on the Closing Date in respect of the Adjustment Amount. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below.

Calculation of Adjustments. (a) Each of AT&T Illinois and Insight will estimate in good faith the Closing Adjustments with respect to its SystemsSystems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems and the Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement), and set forthforth the same, together with a detailed statement of the calculation thereof, the adjustments and prorations with respect to its Cable Business prescribed by Section 3.2 (the "Pro Rata Adjustments"), in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party and delivered to the other party at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Adjustment Time, in summary form, supporting the determination of the Pro Rata Adjustments Closing Adjustment proposed in such certificate. Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Pro Rata AdjustmentsClosing Adjustment. If the recipient provides a notice of disagreement with the preparer's estimates of such amounts within such five Business Day period, AT&T Illinois and Insight shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Adjustment Time. The estimates so agreed upon by AT&T Illinois and Insight or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate prior to the Closing Date or if the recipient fails to provide a notice of disagreement with the preparer's estimates of such amounts within the time provided) the estimates of such Pro Rata Closing Adjustments set forth in the Initial Adjustments Certificate shall be the basis for determining the preliminary Adjustment Amount payable Aggregate Gross Fair Market Value and Permitted Debt pursuant to Section 3.2. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below.

Calculation of Adjustments. (a) Each of AT&T Illinois and Insight will estimate in good faith with respect to its Systems, and set forth, together with a detailed statement of the calculation thereof, the adjustments and prorations with respect to its Cable Business prescribed by Section 3.2 3.1 (the "Pro Rata Adjustments"), in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party AT&T and delivered to the other party Insight at least 10 Business Days prior to the Closing. Each The Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Time, in summary form, supporting the determination of the Pro Rata Adjustments proposed in such certificate. Following receipt of such the Initial Adjustment Certificate, the recipient Insight shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate AT&T of any disagreements with the preparerAT&T's estimates of its Pro Rata Adjustments. If the recipient Insight provides a notice of disagreement with the preparerAT&T's estimates of such amounts within such five Business Day period, AT&T Illinois and Insight shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Time. The estimates so agreed upon by AT&T Illinois and Insight or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate prior to the Closing Date or if the recipient fails to provide a notice of disagreement with the preparerAT&T's estimates of such amounts within the time provided) the estimates of such Pro Rata Adjustments set forth in the Initial Adjustments Certificate shall be the basis for determining the preliminary Adjustment Amount payable pursuant to Section 3.23.1. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below.

Calculation of Adjustments. (a) Each of AT&T Illinois TCI and Insight Century will estimate in good faith the Annualized Cash Flow and Closing Adjustments with respect to its Systems, Systems and set forthforth the same, together with a detailed statement of the calculation thereof, the adjustments and prorations with respect to its Cable Business prescribed by Section 3.2 (the "Pro Rata Adjustments"), thereof in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party and delivered to the other party at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Time, in summary form, supporting the determination of the Pro Rata Annualized Cash Flow or Closing Adjustments proposed in such certificate. Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Pro Rata Annualized Cash Flow or Closing Adjustments. If the recipient provides a notice of disagreement with the preparer's estimates of such amounts within such five Business Day period, AT&T Illinois TCI and Insight Century shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Time. The estimates so agreed upon by AT&T Illinois TCI and Insight Century or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Adjustment Certificate prior to the Closing Date or if the recipient fails to provide a notice of disagreement with the preparer's estimates of such amounts within the time provided) the estimates of such Pro Rata Annualized Cash Flow and Closing Adjustments set forth in the Initial Adjustments Adjustment Certificate shall be the basis for determining the preliminary Adjustment Amount payable pursuant to Section 3.2Aggregate Gross Fair Market Value of the Century Assets and the Aggregate Gross Fair Market Value of the TCI Assets. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below.