Delayed Adjustment Sample Clauses

Delayed Adjustment. If at any time following the Closing Date, the amount of an item listed in any section of this Article 5 shall prove to be incorrect (whether as a result in an error in calculation or a lack of complete and accurate information as of the Closing), the party in whose favor the error was made shall promptly pay to the other party the sum necessary to correct such error upon receipt of proof of such error, provided that such proof is delivered to the party from whom payment is requested on or before one (1) year after Closing. The provisions of this Section 5.8 shall survive the Closing and not be merged therein.

Delayed Adjustment. If at any time following the Closing Date, the amount of an item listed in any section of this Article 5 shall prove to be incorrect (whether as a result in an error in calculation or a lack of complete and accurate information as of the Closing), the party in whose favor the error was made shall promptly pay to the other party the sum necessary to correct such error upon receipt of proof of such error, provided that such proof is delivered to the party from whom payment is requested on or before eighteen (18) months after Closing.

Delayed Adjustment. 9 5.12 Collections and Application of Payments after Closing . . . . . . . . . . . . . . . . . . . . . . . 9 5.13 Survival. . . . . . . . . . . . . . . . . . . . . . . 9

Delayed Adjustment. Any adjustments and prorations made based on an estimate shall be adjusted as soon after Closing as final information becomes available. If, following the Closing Date, the amount of an item referred to in any section of this Article 5 shall prove to be incorrect, the party in whose favor the error was made shall be obligated to pay to the other party the sum necessary to correct such error within thirty (30) days after receipt of proof of such error, provided that such proof is delivered to the party from whom payment is requested on or before one (1) year after Closing. The provisions of this Article 5 shall survive the Closing.

Delayed Adjustment. Investor and Rockmark Corporation, ------------------ acting on behalf of the ECIP Partners, shall administer the provisions of Exhibit V of the Transaction Agreement following the Closing based on the closing of the ECIP books for the month in which the Closing Date occurs. If, as a result of the Final Audit to be conducted pursuant to Exhibit V, the amount of an item listed in Exhibit V of the Transaction Agreement shall prove to be incorrect (whether as a result of an error in calculation or a lack of complete and accurate information as of the Closing), Investor and the ECIP Partners shall adjust the Investor Preferred Units initially issued (proportionately to the Investor Preferred Units initially issued) by Investor delivering an amended schedule to the Investor Agreement as reasonably agreed to by Rockmark Corporation reflecting the corrected number of Investor Preferred Units issued to each ECIP Partner in order to correct such error upon receipt of reasonable proof of such error, provided that such proof is delivered to the party from whom payment is requested as provided in Exhibit V. The correction of any such error shall be made effective as of the Closing Date and shall include the further payment by Investor, or repayment by the ECIP Partners, of any distributions made by Investor in respect of the increase, or decrease, of the number of Investor Preferred Units initially held by any ECIP Partner prior to such adjustment.

Delayed Adjustment. If at any time following the Closing Date the amount of an item listed in any subparagraph of Section 5.3 hereof shall prove to be incorrect, the party in whose favor the error was made shall promptly pay to the other party the sum necessary to correct such error upon receipt of proof of such error, provided that such proof is delivered to the party from whom payment is requested on or before one (1) year after Closing.

Delayed Adjustment. No adjustment in the Exercise Number shall be required unless such adjustment (plus any adjustments not previously made by reason of this Section 8(c)) would require an increase or decrease of at least one-half percent (0.5%); provided, however, that any adjustments which by reason of this Section 8(c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 8 shall be made to the nearest one-hundredth of a share, as the case may be.

Delayed Adjustment. Investor and the Partnership shall ------------------ administer the provisions of Exhibit V of the Master Transaction Agreement following the Closing based on the closing of the Property's books for the Closing Month. If, as a result of the Final Audit to be conducted pursuant to Exhibit V, the amount of an item listed in Exhibit V of the Master Transaction Agreement shall prove to be incorrect (whether as a result of an error in calculation or a lack of complete and accurate information as of the date hereof), Investor and the Partnership shall adjust the Contribution Units initially issued (proportionately to the Contribution Units initially issued) by Investor delivering an amended schedule to the Investor Agreement as reasonably agreed to by the Partnership reflecting the corrected number of Investor Preferred Units issued to the Partnership in order to correct such error upon receipt of reasonable proof of such error, provided that such proof is delivered to the party from whom payment is requested within 90 days of the date hereof. The correction of any such error shall be made effective as of the date hereof and shall include the further payment by Investor, or repayment by the Partnership, of any distributions made by Investor in respect of the increase, or decrease, of the number of Contribution Units initially held by the Partnership prior to such adjustment.

Delayed Adjustment. If at any time following the Closing Date or the Vacate Date, where applicable, the amount of an item listed in any Section of this Article 4 shall prove to be incorrect (whether as a result of an error in calculation or a lack of complete and accurate information as of the Closing or Vacate Date, as applicable, or by reason of unbilled charges or misapplication of funds) by more than $1,000.00, the party in whose favor the error was made shall promptly pay to the other party the sum necessary to correct such error upon receipt of proof of such error, provided that such reasonable proof is delivered to the party from whom payment is requested on or before the end of the Survival Period (as hereinafter defined). The provisions of this Section 4.7 shall survive the Closing and not be merged therein.

Delayed Adjustment. No adjustment in the Conversion Price shall be required unless such adjustment (plus any adjustments no previously made by reason of this Section 6(g)) would require an increase or decrease of at least one-half percent (0.5%); provided, however, that any adjustments which by reason of this Section 6(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 6 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.