Consideration Adjustment. The Parties agree to treat all payments made pursuant to this Article IX as adjustments to the Cash Distribution for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.
Consideration Adjustment. (a) Not less than two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent (with a copy to the Stockholder Representative) a statement (the “Closing Consideration Certificate”), certified as true and correct by the Company’s Chief Executive Officer, setting forth in reasonable detail and accompanied by reasonably detailed back-up documentation, as of immediately prior to the First Effective Time, each of (i) the Company’s good faith estimate of the Adjusted Net Equity Amount (the “Closing Adjusted Net Equity Amount”) (ii) the Statement of Expenses indicating the Company’s good faith estimate of the Third Party Expenses that would not be paid as of immediately prior to the Closing (the “Closing Third Party Expenses”), and (iii) the Company’s good faith estimate of the Adjustment Amount (the “Closing Adjustment Amount”) and the Total Closing Consideration Amount.
(b) It is understood that Liabilities of the Company and the Surviving Entity shall not be taken into account in any calculations of the Adjusted Net Equity Amount and the Third Party Expenses to the extent such Liabilities are both (i) repaid or terminated without further Liability before the Closing or (ii) to the extent they are repaid on or prior to the Closing Date without further Liability through the use of funds that are both (x) not included as cash in the calculation of the Adjustment Assets and (y) not provided by Parent on behalf of the Company. Not later than 5:00 p.m. ET on the forty-fifth (45th) calendar day following the Closing Date, Parent shall deliver to the Stockholder Representative a statement (the “Parent Statement”), certified as true and correct by a representative of Parent, setting forth in reasonable detail and accompanied by reasonably detailed back-up documentation, as of immediately prior to the First Effective Time, each of (i) the Adjusted Net Equity Amount, (ii) the Third Party Expenses (solely to the extent not paid as of immediately prior to the Closing) and the (iii) the calculation of the Adjustment Amount (the “Proposed Final Adjustment Amount”) and (iv) the amount, if any, by which the Closing Adjustment Amount differs from the Proposed Final Adjustment Amount. Upon reasonable request and with reasonable advance notice, Parent will provide the Stockholder Representative and its accountants reasonable access (including electronic access, to the extent available) to the relevant books, records, workpapers of the Surviving Entity and ...
Consideration Adjustment. The Parties agree to treat all payments made pursuant to this ARTICLE X as adjustments to the purchase price for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.
Consideration Adjustment. (1) HCA reserves the right to adjust, via unilateral amendment, the Contract Maximum Amount listed on page one (1) of this Contract in order to provide, within the limits of the State Fiscal Year budget allocation, an adjusted payment to the Contractor when:
(a) The Contractor’s reported Costs as defined by Section 1, Definitions Specific to Special Terms, Subsection c. have exceeded the Contract Maximum Amount, and the contractor is requesting additional funds of up to, but no more than three percent (3%) of their original Contract Maximum Amount; and
(b) The Contractor has submitted timely and accurate A19-1As for the first three (3) Contract Quarters.
Consideration Adjustment. The Consideration shall be adjusted (a) upward by an amount equal to the applicable Capital Contribution Adjustment Amount and (b) downward by the applicable Additional Distribution Amount.
Consideration Adjustment. The Parties agree to treat all payments made pursuant to this Article VIII as adjustments to the consideration set forth in Section 2.2 of this Agreement, as reasonably agreed to between the Parties, for U.S. federal income Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.
Consideration Adjustment. If the Aggregate Net Worth Amount is less than the Aggregate Required Net Worth Amount, then the Merger Consideration shall automatically be reduced by the amount of such shortfall; provided that the amount of such reduction shall in no event exceed $1,447,000.
Consideration Adjustment. The Parties agree to treat all payments made pursuant to this Article 10 as adjustments to the capital contribution for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Body with competent jurisdiction.
Consideration Adjustment. For all tax purposes, Purchaser and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unless a final determination provides otherwise.
Consideration Adjustment. 4 Section 1.5 Closing . . . . . . . . . . . . . . . . 11 Section 1.6
