Cash Flow Adjustment. (i) At the Closing, the Purchase Price shall be adjusted either (a) by increasing the Purchase Price, dollar for dollar, based on any increase (excluding any increase or decrease directly attributable to income tax payments or refunds) in the amount of Revolving Indebtedness from March 31, 2009 through the Closing Date, or (b) by decreasing the Purchase Price, dollar for dollar, based on any decrease (excluding any increase or decrease directly attributable to income tax payments or refunds) in Revolving Indebtedness from March 31, 2009 through the Closing Date.

Cash Flow Adjustment. As of any date of determination, an amount equal to the number of new Stores which the Borrower or any Subsidiary has committed to lease, but which have not yet opened, multiplied by an amount equal to (a) during the period commencing on the Closing Date through the date the summary of Restaurant Cash Flow for the 2002 fiscal year has been delivered pursuant to Section 9.4(d)(ii), $300,000, and (b) thereafter, to the lesser of (i) $300,000, and (ii) the average Restaurant Cash Flow for the most recently completed Fiscal Year prior to such date in respect of which the Borrower has delivered audited financial statements pursuant to Section 9.4(a) for the twenty (20) most recently opened Stores open for the entirety of such Fiscal Year, provided, however, that the Cash Flow Adjustment as of any date of determination shall not exceed $6,000,000.

Cash Flow Adjustment. (i) At the Closing, there shall be credited against the balance of the Purchase Price then due an amount equal to the positive Cash Flow with respect to the Hotels for the time period (the “Adjustment Period”) beginning on January 1, 2007 (the “Start Date”) and ending at 7:00 a.m. EST on the Closing Date. Seller shall deliver to Purchaser no later than noon on the business day immediately preceding the Closing Date a statement (the “Adjustment Statement”) setting forth Seller’s preliminary determination (the “Initial Adjustment Amount”) of the Cash Flow. If the Initial Adjustment Amount shown on the Adjustment Statement is a positive number, then the Purchase Price shall be decreased by such amount. If the Initial Adjustment Amount shown on the Adjustment Statement is a negative number, then no adjustment based on Cash Flow shall be made to the Purchase Price.

Cash Flow Adjustment. As of the date of this Agreement, the Parties have projected that tuitions expected to be collected for the months of September 2007 and October 2007 will not cover certain liabilities due and payable on these same months in the estimated amount of $550,000.00 (the "Projected Cash Shortfall Amount"). Within ninety (90) days after the Closing, Buyer shall conduct and complete a review of enrollments and related tuition and fees for the starts in August 2007 and October 2007, and if upon completion of such review, Buyer determines that the Business will not provide a break even cash based operating statement for the remainder of 2007 (the "Cash Flow Determination"), Buyer (or its Subsidiary's authorized officer) shall deliver the Cash Flow Determination to Seller. If Seller fails to object to the Cash Flow Determination within five (5) days from receipt thereof, the principal amount of the Note shall be adjusted up or down on a dollar-for-dollar basis based on the cash flow of Seller for the remainder of 2007 as reflected in the Cash Flow Determination; provided, however, that in the event of an upward adjustment, the sum of the principal amount of the Note plus the Assumed Liabilities shall not exceed in any event $2,100,000.00. The original Note shall be cancelled and replaced with a new Note reflecting such principal amount. If Seller timely objects to the Cash Flow Determination, the dispute shall be submitted to a Qualified Accountant as provided in Section 1.5(c) above and upon receipt of the Qualified Accountant's final and binding decision (which shall also include a determination on payment of fees and expenses), a new Note reflecting the principal amount determined by the Qualified Accountant's final and binding decision shall be issued by the Subsidiary and upon receipt of the same Seller shall deliver to Buyer the original Note marked cancelled.

Cash Flow Adjustment. 6 -------------------- 2 .06 Net Worth Adjustment to Purchase Price . . . . . . . . . . . . . . . . . . . . . 7 -------------------------------------- 2 .07 Calculation of Closing Net Worth . . . . . . . . . . . . . . . . . . . . . . . . 11 -------------------------------- 2 .08 Earnout Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 ---------------

Cash Flow Adjustment. On the Closing Date, Seller shall deliver to Buyer statements of daily cash flow for the period commencing September 1, 1996 to the Closing Date, which statements shall be subject to review and audit by Buyer and its representatives within 10 days after the Closing. Subject to subsequent adjustment based upon such review, (i) if the cash balance of the Vapor Group Business increased during the period from and after August 31, 1996 to the Closing, then Seller shall remit to Buyer the amount of such increase on the Closing Date and (ii) if the cash balance of the Vapor Group Business decreased during such period, Buyer shall remit to Seller the amount of such decrease on the Closing Date. Any disagreement between the parties of any adjustment pursuant to this Section 2.05 shall be referred to the respective independent auditors of Buyer and Seller for resolution.

Related to Cash Flow Adjustment

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.
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:
CPI Adjustment The fixed fees and other fees expressed as stated dollar amounts in this schedule and in the Agreement shall be increased annually commencing on the one-year anniversary date of the Effective Date by the percentage increase since the Effective Date in consumer prices for services as measured by the United States Consumer Price Index entitled "All Services Less Rent of Shelter" or a similar index should such index no longer be published.
Tax Adjustment During each Lease Year commencing with the Lease -------------- Year 1998, Tenant shall pay, as Additional Charges, an amount (hereinafter referred to as the "TAX ADJUSTMENT AMOUNT") equal to Tenant's Share of the excess of Taxes for each such Lease Year over the amount of Taxes for the Base Year; except that Tenant shall be required to pay only a pro rata amount of the Tax Adjustment Amount for the Lease Year in which the last days of the Term occur, pro rated on a per diem basis. The Tax Adjustment Amount with respect to each Lease Year shall be paid in monthly installments in advance on the first day of each and every calendar month during such Lease Year, commencing January 1, 1998, in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. As soon as practicable following the close of the 1998 and subsequent Lease Years, and receipt of actual tax bills, Landlord shall deliver to Tenant a statement setting forth (a) the actual Tax Adjustment Amount for such Lease Year; (b) the total of the estimated monthly installments of the Tax Adjustment Amount paid to Landlord for such Lease Year; and (c) the amount of any excess or deficiency with respect to such Lease Year. Tenant shall pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of such statement. If the total of the estimated monthly installments paid by Tenant during any Lease Year exceeds the actual Tax Adjustment Amount due from Tenant for such Lease Year, 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.
PREMIUM ADJUSTMENT If THE COMPANY overpays a reinsurance premium and THE REINSURER accepts the overpayment, THE REINSURER’s acceptance will not constitute or create a reinsurance liability or increase in any existing reinsurance liability. Instead, THE REINSURER will be liable to THE COMPANY for a credit in the amount of the overpayment. If a reinsured policy terminates, THE REINSURER will refund the excess reinsurance premium. This refund will be on a prorated basis without interest from the date of termination of the policy to the date to which a reinsurance premium has been paid.
Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. 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 actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.
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.
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.
Adjustment Amount (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar days thereof, Buyer shall prepare and deliver to Seller, Buyer’s calculation of (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06.
Property Cash Flow Allocation (a) During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:

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