Determination of Adjustment. All determinations required to be made under Section 4(a), including the after-tax benefit and calculation of the Reduction, will be made by a nationally recognized certified public accounting firm that is selected by the Company (the “Accounting Firm”), which may be the Company’s independent auditors. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control or the Accounting Firm declines or is unable to serve, Employee will appoint another nationally recognized certified public accounting firm, which is reasonably agreed to by the Company, to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). In the event that the Accounting Firm determines that no Excise Tax is payable by Employee, either with or without application of the Reduction under Section 4(a), then the Accounting Firm will furnish Employee with a written opinion that failure to report the Excise Tax on Employee’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. If the Reduction is applicable, the Company will provide Employee with a written summary of the portions of the Parachute Payment that will be reduced. All fees and expenses of the Accounting Firm will be borne solely by the Company. All determinations by the Accounting Firm made under this Section 4(b) will be binding upon the Company and Employee.
Determination of Adjustment. Whenever the number of shares of Common Stock issuable upon the exercise of each Warrant is adjusted as herein provided, a certificate of an officer of the Company setting forth the number of shares of Common Stock issuable upon the exercise of each Warrant after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made (in reasonable detail), shall, absent demonstrable error, be conclusive evidence of such adjustment. The Company shall be entitled to rely on such certificate and shall exhibit the same from time to time to any Holder desiring an inspection thereof during normal business hours.
Determination of Adjustment. The Base Purchase Price shall be increased to account for the following items:
(i) The lesser of net book value of all Inventory held by Seller with respect to the Facilities as of the Closing Date and Three Hundred Ten Thousand Dollars ($310,000);
(ii) Any Permitted Capital Expenditures paid by Seller during the Interim Period; and
(iii) Subject to, and without limiting, Seller’s obligations in Section 5.5 to operate and maintain the Acquired Assets in the ordinary course of business consistent with Good Utility Practice, any operations and maintenance expenses paid for by Seller during the Interim Period that Seller would not have actually paid for but for Buyer’s written request.
Determination of Adjustment. Any determination as to whether an adjustment is required to be made under Section 9 to (i) the Conversion Price or Trigger Price in effect hereunder or (ii) as to the amount of any such adjustment described in clause (i) of this Section 9.6, shall be binding upon Holder and the Company if made reasonably and in good faith by the audit committee of the Company’s Board of Directors; provided, however, that if the Company does not have an audit committee, then such adjustment(s) shall be made on the good faith of the Company’s Board of Directors.
Determination of Adjustment. The Base Purchase Price shall be increased or decreased to account for the following items:
(i) Increased or decreased, as the case may be, by an amount equal to the working capital adjustment, which adjustment will be calculated in accordance with Schedule 2.6(a)(i);
(ii) Increased by any non-ordinary course operations and maintenance expenses incurred and paid for by Seller during the Interim Period that Seller is not otherwise obligated to perform and incur under this Agreement and that Seller would not have actually incurred and paid for but for Buyer’s written request;
(iii) If prior to Closing, any event occurs which has or may have the effect of increasing or decreasing the Qualified Capacity of any Facility during the Interim Period or following Closing, then the following provisions shall apply:
(1) If Seller receives notice from ISO-NE that has or may have the effect of reducing the Qualified Capacity of any Facility individually or any number of Facilities such that in the aggregate the Qualified Capacity of all Facilities is less than the ISO-Recognized Capacity of all of the Facilities (a “Qualified Capacity Reduction”) and such Qualified Capacity Reduction (i) results in an aggregate decrease in Qualified Capacity that is equal to or greater than 20 megawatts but is less than 100 megawatts with respect to all Facilities, or
Determination of Adjustment. Any determination as to whether an adjustment is required to be made under Section 3 to (i) the Exercise Price in effect hereunder, (ii) the number of Warrant Shares issuable upon exercise of this Warrant, or (iii) as to the amount of any such adjustment described in clauses (i) or (ii) of this Section 3.5, shall be binding upon the Warrantholder and the Company if made in good faith by the audit committee of the Company's Board of Directors.
Determination of Adjustment. Except with respect to adjustments to the Purchase Price for indemnification payments pursuant to Article IX, within one hundred twenty (120) days after the Closing Date, Buyer will prepare and deliver to Sellers, in accordance with this Agreement and AMA-T, a proposed statement (the “Final Adjustments Statement”) setting forth each adjustment to the Purchase Price required under this Agreement [including the Tax Adjustment Amount determined pursuant to Section 6.10(c)(ii)] and showing the calculation of such adjustments and the resulting final Purchase Price (as set forth in the Final Adjustments Statement or otherwise determined pursuant to this Section 1.5, the “Final Price”). The Final Adjustments Statement shall include an adjustment for the value any accounts receivable shown on the Closing Adjustments Statement that have not been collected as of the date of the Final Adjustments Statement; provided, however, that such uncollected accounts receivable shall then be assigned to Sellers. As soon as practicable, and in any event within thirty (30) days after receipt of the preliminary Final Adjustments Statement, Sellers shall return a written report containing any proposed changes to the preliminary Final Adjustments Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”). If the Final Price set forth in the Final Adjustments Statement is mutually agreed upon by Sellers and Buyer, the Final Adjustments Statement and the Final Price, as mutually agreed upon by Sellers and Buyer, shall be final and binding on the parties hereto. Failure of the Sellers to timely respond in writing to the Final Adjustments Statement shall be deemed to constitute Sellers’ agreement to such statement and the Final Price.
Determination of Adjustment. Except with respect to adjustments to the Purchase Price for indemnification payments pursuant to Article VIII, within one hundred twenty (120) days after the Closing Date, Buyer will prepare and deliver to Seller, in accordance with this Agreement, a proposed statement (the “Final Adjustments Statement”) setting forth each adjustment to the Purchase Price required under this Agreement and showing the calculation of such adjustments and the resulting final Purchase Price (as set forth in the Final Adjustments Statement or otherwise determined pursuant to this Section 1.5, the “Final Price”). As soon as practicable, and in any event within thirty (30) days after receipt of the preliminary Final Adjustments Statement, Seller shall return a written report containing any proposed changes to the preliminary Final Adjustments Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”). If the Final Price set forth in the Final Adjustments Statement is mutually agreed upon by Seller and Buyer, the Final Adjustments Statement and the Final Price, as mutually agreed upon by Seller and Buyer, shall be final and binding on the parties hereto. Failure of Seller to timely respond in writing to the Final Adjustments Statement shall be deemed to constitute Seller’s agreement to such statement and the Final Price.
Determination of Adjustment. The Aggregate Consideration shall be adjusted dollar for dollar following the Closing Date by the net amount by which the Target Adjusted Net Assets are greater or lesser than the Closing Adjusted Net Assets. The net amount by which the Closing Adjusted Net Assets are greater or lesser than the Target Adjusted Net Assets is hereinafter referred to as the "Price Adjustment." The Price Adjustment shall be determined from a Closing Date balance sheet (the "Closing Balance Sheet") prepared as of 12:01 a.m. on the Closing Date by Parent on a basis consistent with the Most Recent Balance Sheet except as provided on Schedule 2.7(b). Parent shall furnish the Closing Balance Sheet to Shareholder Representative not more than forty-five (45) calendar days after the Closing Date. Parent shall give representatives of Shareholder Representative reasonable access during normal business hours to the premises of the Surviving Corporation and to its books and records for purposes of enabling Shareholder Representative to verify the Closing Balance Sheet and the Price Adjustment, and shall cause appropriate representatives of Parent and the Surviving Corporation to give reasonable assistance to Shareholder Representative and its representatives, at no cost to Shareholder Representative or the Shareholders, in the verification of the Closing Balance Sheet and the Price Adjustment.
Determination of Adjustment. The Base Purchase Price shall be increased (a) or decreased to account for the following items:
