Capex Adjustment Sample Clauses

Capex Adjustment. (a) MPC shall deliver a written notice to NTI at least five (5) Business Days, but not more than fifteen (15) Business Days, prior to the Closing Date setting forth MPC’s good faith estimate of the Capex Adjustment, if any (the “Estimated Capex Adjustment”) which such notice shall be prepared in accordance with the definitions and provisions of this Formation Agreement. For the purposes of this Formation Agreement, the Capex Adjustment means the positive amount, if any, equal to (A) minus (B); where (A) shall be equal to the aggregate amount set forth on Section 2.6 of the Disclosure Schedules with respect to the period from and after January 1, 2010 and prior to the Effective Time and where (B) shall be equal to the actual amount incurred and paid by MPC and its Affiliates from and after January 1, 2010 and prior to the Effective Time with respect to capital expenditures related to the Businesses during such period. For the avoidance of doubt, the Capex Adjustment shall not be less than zero.
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Capex Adjustment. The parties agree that no adjustment shall be made pursuant to Section 2.2.3(g) "CAPEX Adjustment" of the Agreement.
Capex Adjustment. At Closing, Buyer shall receive a credit against the Purchase Price in an amount equal to the Capital Reserve Amount as shown on Schedule 12.7.
Capex Adjustment. 25 Commission to maintain accounts . . . . . . . . . . . . . . . . 26 KPMG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 7. Payment of the Purchase Price . . . . . . . . . . . . . . . . . 26
Capex Adjustment. To the extent that since January 1, 2000 the Asset Sellers and the Purchased Companies have spent and paid less than US$ 950,000 (or the equivalent thereof in local currencies) in connection with the CAPEX specified in EXHIBIT 2.2.3(g), the Purchase Price shall be decreased by the difference between US$ 950,000 and the amount effectively spent and paid since January 1, 2000 in connection with such CAPEX.
Capex Adjustment. (a) No later than five Business Days before the Closing, Sellers shall provide to Purchaser a good faith estimate of Sellers’ capital expenditures for the Business from January 1, 2007 through the Closing Date. Such estimate shall be subject to Purchaser’s reasonable approval. If Sellers and Purchaser agree on the amount of the estimated capital expenditures (the “Capex Estimated Amount”), the Purchase Price shall be reduced, on a dollar for dollar basis, by the amount, if any, by which (i) the capital expenditures contemplated to have been made by such date in the Capex Plan exceeds (ii) the Capex Estimated Amount. The Closing shall be delayed until Sellers and Purchaser have agreed on the Capex Estimate Amount.

Related to Capex Adjustment

  • 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

  • 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.

  • 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.

  • Rental Adjustment The lesser of (i) 2.00%, or (ii) 1.25 times the change in the Price Index, as described in Section 4.02.

  • Base Rent Adjustment (a) The BASE RENT (subject to adjustment as set forth in Section 1.08(a) above) payable during the EXTENDED TERM, subject to the provisions of part (b) of this Section 3.03, shall be increased from the BASE RENT payable immediately prior to the first month of the EXTENDED TERM to the then fair market rental rate determined in connection with part (b) of this Section 3.03.

  • Audit Adjustment If any audit of the records, books or accounts relating to the Properties discloses an overpayment or underpayment of Management Fees, Owner or Manager shall promptly pay to the other party the amount of such overpayment or underpayment, as the case may be. If such audit discloses an overpayment of Management Fees for any fiscal year of more than the correct Management Fees for such fiscal year, Manager shall bear the cost of such audit.

  • Capital Adjustments (a) The existence of the Option shall not affect in any way the right or power of the Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Corporation's capital structure or the Corporation’s business, or any merger or consolidation of the Corporation or any issue of bonds, debentures, preferred stock having a preference to or affecting the Corporation’s capital stock or the rights thereof, or the issuance of any securities convertible into any such capital stock or of any rights, options, or warrants to purchase any such capital stock, or the dissolution or liquidation of the Corporation, any sale or transfer of all or any part of the Corporation’s assets or business, or any other act or proceeding of the Corporation, whether of a similar character or otherwise.

  • 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:

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of his interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Holders in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

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