Capital Expenditures Adjustment Sample Clauses

Capital Expenditures Adjustment. The Cash Consideration shall be increased by the amount of any and all Non-Ordinary Course Capital Expenditures made by or on behalf of the Companies in accordance with Section 6.1(b)(7) between the date hereof and the Closing Date, provided any such Non-Ordinary Course Capital Expenditure shall have been made by the Companies pursuant to and in accordance with a written request from Buyer (the "Capital Expenditure Adjustment").
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Capital Expenditures Adjustment. The Base Price shall be increased by the dollar amount of capital expenditures incurred and paid for by the Company during the period from November 25, 1997 to the Closing Date (such increase in the Base Price being referred to herein as the "Capital Expenditures Adjustment"); provided that such capital expenditure is specified (including type of equipment to be acquired) on the Capital Expenditure Plan attached hereto as Schedule 4.17(a)(iii), or, for capital expenditures not reflected in such Capital Expenditure Plan, Purchaser has given the Company its prior written consent for the amount, type and purpose of each such capital expenditure, which consent will not be unreasonably withheld by Purchaser as to expenditures which, in the aggregate, do not exceed $200,000. Nothing herein shall be deemed to prohibit the Company from making such capital expenditures as the Company in its sole discretion shall deem appropriate, provided such expenditures will not necessarily be included in the calculation of the Capital Expenditures Adjustment.
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Capital Expenditures Adjustment. (a) Within thirty (30) days after the later of (i) the Closing and (ii) the completion of the Surge Tank Rehabilitation, Buyer will prepare and deliver to Seller a computation (the “Surge Tank Completion Adjustment Statement”) of the actual Capital Expenditures Adjustment (the “Actual Capital Expenditures Adjustment”), together with reasonable detail and supporting material regarding the computation thereof. If within thirty (30) days following delivery of the Surge Tank Completion Adjustment Statement, Seller does not object in writing thereto to Buyer, then the Actual Capital Expenditures Adjustment shall be as reflected on the Surge Tank Completion Adjustment Statement. (b) If within thirty (30) days following delivery of the Surge Tank Completion Adjustment Statement Seller objects to the Surge Tank Completion Adjustment Statement to Buyer in writing, then Buyer and Seller shall negotiate in good faith and attempt to resolve their disagreement. Should such negotiations not result in an agreement within twenty (20) days after receipt by Buyer of such written objection from Seller, then the matter shall be submitted for resolution and determination to the Independent Accounting Firm. The Independent Accounting Firm will deliver to Buyer and Seller a written determination of the disputed Actual Capital Expenditures Adjustment (such determination to include a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Independent Accounting Firm by Buyer and Seller) within thirty (30) days of the submission of the dispute to the Independent Accounting Firm, which determination will be final, binding and conclusive on the Parties. In resolving any disagreement, the Independent Accounting Firm may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than the lowest value claimed for such
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Capital Expenditures Adjustment. If (i) the aggregate amount of actual capital expenditures made or accrued by the Business during the period beginning on January 1, 2007 and ending on the Closing Date is (ii) less than the budgeted capital expenditures for the same period as set forth on the 2007 Capex Budget, then (iii) the Initial Purchase Price will be reduced by the amount of such deficiency, provided that if the Closing Date does not fall on the last calendar day of the month, then for purposes of determining the amount in clause (ii), the amount of the budgeted capital expenditures for the month in which the Closing Date occurs shall be the amount of the budgeted capital expenditures for such month as set forth on the 2007 Capex Budget, multiplied by a fraction the numerator of which is the number of calendar days preceding the Closing Date and denominator of which is 30.
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Capital Expenditures Adjustment. The Cash Payment at Closing shall be increased by the actual amount of all capital expenditures of Seller from December 1, 1999 through the Closing for capital assets that are part of the Purchased Assets, except that, after the date hereof, such capital expenditures shall be made only upon the mutual agreement of the parties hereto.
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Capital Expenditures Adjustment. If the Partnership has made the capital expenditures reflected in the Partnership's 1997 Budget for the period from January 1, 1997 to August 15, 1997 in amount of not less than $4,814,000, then the Base Price shall be increased by 75.018 percent of the dollar amount of capital expenditures incurred and paid for by the Partnership during the period from August 29, 1997 to the Closing Date (such increase in the Base Price being referred to herein as the "Capital Expenditures Adjustment"); provided that Purchaser has given the Company its prior written consent for the amount, type and purpose of each such capital expenditure which consent shall not be withheld unreasonably, and shall solely be for the purpose of determining the allowable amount of the Capital Expenditure Adjustment.
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Capital Expenditures Adjustment. The Base Price shall be increased by 24.982 percent of the dollar amount of capital expenditures incurred and paid for by the Partnership during the period from December 6, 1997 to the Closing Date (such increase in the Base Price being referred to herein as the "Capital Expenditures Adjustment"); provided that Purchaser has given the Company its prior written consent for the amount, type and purpose of each such capital expenditure, which consent shall not be withheld unreasonably and shall solely be for the purpose of determining the allowable amount of the Capital Expenditure Adjustment.
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Capital Expenditures Adjustment. The Purchase Price shall be increased by 50% of the aggregate amount of Reimbursable Capital Expenditures. For purposes of this Agreement, "Reimbursable Capital Expenditures" means the sum of all capital expenditures actually made by the InterMedia Companies during the period beginning April 13, 1999 and ending at the Adjustment Time with respect to any of the InterMedia Systems relating to (1) upgrades and rebuilds of InterMedia System plant capacity and (2) the purchase of digital converters, plus (without duplication) the cost of inventory purchased on or after April 13, 1999 that relates specifically to such upgrades and rebuilds and converters but which costs have not yet been accounted for as a capital expenditure.
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Related to Capital Expenditures Adjustment

  • Capital Expenditures, etc With respect to Capital Expenditures, the parties covenant and agree as follows:

  • Capital Expenditures The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

  • Capital Expenditure Make or incur any Capital Expenditure if, after giving effect thereto, the aggregate amount of all Capital Expenditures by Borrower in any fiscal year would exceed the amount set forth on the Schedule;

  • Maximum Capital Expenditures Make or commit to make, or allow any of its Subsidiaries to make or commit to make, Capital Expenditures exceeding, in the aggregate for each Fiscal Year until the Termination Date, the greater of (A) EBITDA for such Fiscal Year, less the sum of (I) cash interest expense for such Fiscal Year, plus (II) amounts paid under Section 2.03 and all principal payments under the GECC Capital Lease and the NTFC Capital Lease (a) during Fiscal Year 2002 (for purposes of calculating the maximum Capital Expenditures for Fiscal Year 2003) or (b) during Fiscal Year 2004 or the applicable Fiscal Year thereafter (for purposes of calculating the maximum Capital Expenditures for Fiscal Year 2004 or the applicable succeeding Fiscal Year, as the case may be), or (B) $10,000,000 for Fiscal Year 2003 and $15,000,000 for each Fiscal Year thereafter. For purposes of calculating maximum Capital Expenditures, the amount calculated in item (II) above shall be deemed not to have exceeded $20,000,000 for Fiscal Year 2004 and shall be deemed not to have exceeded $30,000,000 for Fiscal Year 2005. Compliance with this Section 5.02(q)(i) shall be measured at the end of each Fiscal Year, commencing with Fiscal Year 2003. To the extent the Borrower’s actual Capital Expenditures for any Fiscal Year are less than the maximum Capital Expenditures for such Fiscal Year computed as aforesaid, the Borrower may increase Capital Expenditures for the subsequent Fiscal Year by an amount equal to the amount by which such maximum Capital Expenditures exceed such actual Capital Expenditures, but not by an amount which exceeds $5,000,000. For the purposes of this Section 5.02(q)(i) only, Capital Expenditures shall not include the Contingent Payments and any payment made in respect of that certain litigation arising from or in relating in any way to the use of rights of way granted to the Borrower by Mississippi Power Company; provided, that, to the extent that payment made in respect of such litigation is equal to or greater than $5,000,000, the Borrower shall deliver to the Agent prior to the payment thereof, a statement that the Borrower will have not less than $11,500,000 in cash and Cash Equivalents (excluding any insurance proceeds deposited with the Collateral Agent as described in clause (C) of the proviso in the definition of “Extraordinary Receipts”) after making such payment, certified by the Chief Financial Officer of the Parent.

  • Maximum Consolidated Capital Expenditures Holdings shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year, in an aggregate amount for Holdings and its Subsidiaries in excess of $125,000,000; provided, such amount for any Fiscal Year shall be increased by an amount equal to the excess, if any (but in no event more than $62,500,000), of such amount for the immediately preceding Fiscal Year (with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Year) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year; provided, further, so long as no Default shall have occurred and being continuing or would result therefrom, Holdings and its Subsidiaries may also make Consolidated Capital Expenditures in an amount not to exceed the Cumulative Growth Amount immediately prior to the making of such Consolidated Capital Expenditures (but the amount of Consolidated Capital Expenditures made from the Cumulative Growth Amount in any Fiscal Year shall not exceed 50% of the above scheduled amount of Consolidated Capital Expenditures that would have otherwise been permitted to made in such Fiscal Year pursuant to this Section 6.7(c)); and provided, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall be increased by an amount equal to 110% of the quotient obtained by dividing (A) the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3).

  • Consolidated Capital Expenditures Holdings and Company shall not, and shall not permit their Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year (or portion of a Fiscal Year set forth below) in an aggregate amount in excess of the amount set forth below opposite such Fiscal Year (the “Maximum Consolidated Capital Expenditures Amount”): Fiscal Year Maximum Consolidated Capital Expenditures Amount Portion of Fiscal Year 2007 occurring following the Closing Date $ 10,000,000 2008 $ 11,000,000 2009 $ 12,000,000 2010 $ 13,000,000 2011 $ 14,000,000 2012 $ 15,000,000 2013 $ 16,000,000 Portion of Fiscal Year 2014 occurring prior to the Term Loan Maturity Date $ 17,000,000 provided that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be increased by an amount equal to the excess, if any, of the Maximum Consolidated Capital Expenditures Amount for the previous Fiscal Year (without giving effect to any adjustment in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year (with Capital Expenditures in any Fiscal Year being deemed to have been made first from any amount carried forward from the preceding Fiscal Year), and may be further increased at the option of Company by an amount equal to 50% of the Maximum Consolidated Capital Expenditures Amount for the succeeding Fiscal Year; provided, further, that in addition to the amounts set forth above, Holdings and its Subsidiaries may make Consolidated Capital Expenditures up to the Specified Equity Amount. Any usage of the succeeding Fiscal Year’s Maximum Consolidated Capital Expenditures Amount shall be deducted from the Maximum Consolidated Capital Expenditures Amount available for such succeeding Fiscal Year. After the consummation of any Permitted Acquisition permitted hereunder, the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be increased in an amount equal to 110% of the average annual amount of capital expenditures made by the Person or business so acquired as reflected in the financial statements of such Person or business during the two fiscal years preceding such Permitted Acquisition.

  • Net Working Capital Adjustment (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Effective Time (the “Closing Net Working Capital”) as well as the adjustments to Transaction Consideration which shall be made pursuant to this Section 1.6, together with all underlying documentation supporting such calculations. Seller shall reasonably cooperate with Purchaser in its preparation of the Closing Statement.

  • Limitation on Capital Expenditures Make or commit to make (by way of the acquisition of securities of a Person or otherwise) any expenditure in respect of the purchase or other acquisition of fixed or capital assets (excluding any such asset acquired in connection with normal replacement and maintenance programs properly charged to current operations) except for:

  • Working Capital Adjustment (a) Within 15 days following the Closing Date, the Purchaser will prepare or cause to be prepared a combined balance sheet of the Target Companies as of the Closing Date (the "Closing Date Balance Sheet") showing the amount of Closing Date Working Capital, along with a statement setting forth in reasonable detail the method of calculating Closing Date Working Capital, which shall be in accordance with GAAP and consistent with the methodology used in Target Financial Statements (as defined in Section 2.5 below), and shall deliver or cause to be delivered to the Shareholders such Closing Date Balance Sheet. In the event that the Shareholders object to the Purchaser's calculation of the Closing Date Working Capital, then, within 30 days after the delivery to the Shareholders of the Closing Date Balance Sheet, the Shareholders shall deliver to the Purchaser a notice describing in reasonable detail the Shareholders' objection to the Purchaser's calculation (an "Objection Notice"), accompanied by a statement setting forth the dollar amount determined by the Shareholders to represent the Closing Date Working Capital or a request for additional information from the Purchaser that the Shareholders may require in order to determine the Closing Date Working Capital. If the Shareholders do not deliver an Objection Notice to the Purchaser within the 30-day period referred to in the preceding sentence, then the Purchaser's calculation of the Closing Date Working Capital shall be binding and conclusive on the Purchaser and the Shareholders. If the Shareholders deliver an Objection Notice to the Purchaser within the 30-day period referred to in this paragraph, and if the Purchaser and the Shareholders are unable to agree upon the calculation of the Closing Date Working Capital within 15 days after an Objection Notice is delivered to the Purchaser, the Shareholders and the Purchaser shall select a nationally recognized accounting firm mutually acceptable to them (the "Neutral Accountant") to resolve any remaining objections, the cost of which shall be paid by the party whose assertions regarding the amount of the Closing Date Working Capital differ by the greater amount from the Closing Date Working Capital determined by the Neutral Accountant. If Purchaser and the Shareholders are unable to select the Neutral Accountant within 10 days after the commencement of such selection process, the Neutral Accountant shall be KPMG (or its successor). The Shareholders and the Purchaser shall jointly instruct the Neutral Accountant to resolve any unresolved objections within 30 days after referral of the matter to them, and the determination by the Neutral Accountant of the Closing Date Working Capital, shall be conclusive and binding on the Purchaser and Shareholders absent fraud or manifest error. During the 30-day period following the Objection Notice, Shareholders and Purchaser shall each have access to the other party's working papers and similar materials prepared in connection with the Closing Date Balance Sheet and the Objection Notice, as the case may be.

  • XXXXXX’S EXPENDITURES If any action or proceeding is commenced that would materially affect Xxxxxx's interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Xxxxxxxx. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity.

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