Determination of Adjustment. The Base Purchase Price shall be increased or decreased to account for the following items:
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. 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 3.6, shall be binding upon the Warrantholder and IDT if made in good faith by IDT’s Board of Directors.
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. Each Monday, or first working day thereafter if the Monday falls on a Federal Holiday (hereinafter referred to as ‘‘Monday’’), the Department of Energy, Energy Information Administration (EIA), posts the National U.S. Average diesel fuel price. If a FRGRA is justified under E. Billing Procedures. A TSP must clearly show the amount of any diesel fuel rate adjustment, either an increase or a decrease (discount), as a separate line item on all affected freight bills, Transportation Service Orders (TSO’s), or bills of lading. [FR Doc. 02–12901 Filed 5–22–02; 8:45 am] BILLING CODE 6820–24–M Review, Education and Policy, AHRQ, 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000, Telephone (301) 594–1846. Agenda items for this meeting are subject to change as priorities dictate. Dated: May 16, 2002. Xxxxxxx X. Xxxxxx, subsection D of this section based on each Monday’s posting, the FRGRA Acting Director. [FR Doc. 02–13021 Filed 5–22–02; 8:45 am] applies to shipments picked up the ensuing Wednesday through the following Tuesday (Note: shipment pickup date is controlling for FRGRA purposes). A TSP is responsible for monitoring diesel fuel prices each Monday using one of the sources identified below to determine whether a FRGRA will apply for the one-week period beginning the upcoming Wednesday through Tuesday of the following week. • EIA Web site: http:// xxx.xxx.xxx.xxx/ • EIA Weekly Petroleum Status Report • EIA Hotline: (202) 586–6966
Determination of Adjustment. In the event of a failure to file a Section 338(h)(10) election on account of the acts or omissions of Seller, Buyer shall include with the Buyer’s Post-Closing Statement a statement setting forth Buyer’s determination of the lost tax depreciation. Buyer’s Post-Closing Statement shall be accompanied by the appropriate documentation setting forth Buyer’s determination and calculation of the lost tax depreciation. The accounting principles and policies used in the preparation of this section of Buyer’s Post-Closing Statement shall be consistent with the terms and conditions of this Agreement and GAAP. In the event that Seller disagrees with Buyer’s Post-Closing Statement, or any of the information set forth therein, as presented by Buyer, then Seller shall submit a written notice of the objections thereto to Buyer within 30 days after Seller’s receipt of Buyer’s Post-Closing Statement. If, within such 30 day period, Seller does not submit such a notice of objection, the adjustment for lost tax depreciation, as set forth in Buyer’s Post-Closing Statement, shall be deemed accepted, but if Seller does timely object to the content of, or calculations contained in, Buyer’s Post-Closing Statement, such objections shall be resolved as provided in Section 2.4(b)(iv).
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 as otherwise agreed by XXXXXXX and SIONIX, the adjustment to the Contract Sum shall be determined in accordance with Section 13.1.2 hereof, taking into account any savings attributable to the change in the Work; provided, however, that SIONIX shall not be entitled to reimbursement for costs due to the negligence or failure to fulfill a specific responsibility under this Agreement of SIONIX or of any of its Subcontractors or any person or entity for whom SIONIX is responsible. Xxxxxxx Sales Contract Wenning_____ August 6, 2010 Sionix_____
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.
