Determination of Adjustment Amount. If the Purchase Price calculated using the Preliminary Statement exceeds the Purchase Price calculated using the Final Closing Statement, Seller shall pay to Buyer, in accordance with Section 3.4(e)(i), an amount equal to such excess. If the Purchase Price calculated using the Preliminary Statement is less than the Purchase Price calculated using the Final Closing Statement, Buyer shall pay to Seller, in accordance with Section 3.4(e)(ii), an amount equal to such deficiency. The amount of the payment to be made by Buyer or Seller, as applicable, pursuant to this Section 3.4(d) shall be referred to as the "Adjustment Amount", examples of which are set forth on Exhibit G, Examples 3.4. The Adjustment Amount shall be paid by Seller or Buyer, as applicable, in accordance with Section 3.4(e) within ten (10) Business Days of the determination of the Final Closing Statement (such tenth (10th) Business Day, the "Post-Closing Payment Date").
Determination of Adjustment Amount. (a) At least two Business Days prior to the Closing, the Sellers shall prepare and deliver to Buyer:
Determination of Adjustment Amount. The Minimum Annual Rent shall be adjusted during the Permanent Term as follows: The base for computing the adjustment shall be the Consumer Price Index for all urban consumers (base year 1967 = 100) for the United States, published by the United States Department of Labor, Bureau of Labor Statistics, which is in effect on the Commencement Date (hereinafter referred to in this Section 6 as “Initial Term Index”). The Index published most immediately preceding the adjustment date in question (hereinafter referred to in this Section 6 as “Extension Index”) shall be used in determining the amount of the adjustment. If the applicable Extension Index has increased over the Initial Term Index, the Minimum Annual Rent for the Initial Term shall be multiplied by a fraction, the numerator of which is the Extension Index and the denominator of which is the Initial Term Index to determine the adjusted Minimum Annual Rent. If the Extension Index has not increased over the Initial Term Index, the adjusted Minimum Annual Rent shall be as set forth in Subsection 6.04 hereof.
Determination of Adjustment Amount. The Minimum Annual Rent shall be adjusted during the Renewal Term as follows: The base for computing the adjustment shall be the Consumer Price Index for the Washington DC metropolitan area consumers for the United States, published by the United States Department of Labor, Bureau of Labor Statistics, which is in effect on the Commencement Date (hereinafter referred to in this Section 6 as “Initial Term Index”). The Index published for the March most immediately preceding the adjustment date in question (hereinafter referred to in this Section 6 as “Extension Index”) shall be the amount of the adjustment.
Determination of Adjustment Amount. On or before the later of (i) March 31 of every Calendar Year, or (ii) the date that is thirty (30) days after Newco has received all information and documentation from Allied, NAE and the Government, if and as applicable, necessary to calculate the Adjustment Amount for the previous Calendar Year, Newco shall deliver to Allied or, with respect to Waiver Damages, the CAMAC Parties, written notice setting forth the actual Adjustment Amount, if any, for the previous Calendar Year and reasonable supporting calculations and documentation. If Allied or, with respect to Waiver Damages, the CAMAC Parties, dispute the Adjustment Amount as set forth in such written notice, then Allied or, with respect to Waiver Damages, the CAMAC Parties, may, within 10 days following receipt of such notice, object thereto by providing Newco written notice of such objection, setting forth in reasonable detail the substance of such dispute (a “Dispute Notice”). Newco shall respond to the Dispute Notice within 10 days following receipt or as extended by mutual agreement (the “Dispute Notice Period”). If Newco and Allied or, with respect to Waiver Damages, the CAMAC Parties, have not agreed to an Adjustment Amount by the end of the Dispute Notice Period, the Parties shall submit such matter to Xxxxx Xxxxxxxx LLP, located in Houston, Texas, or if such firm no longer exists, then to PricewaterhouseCoopers LLP, located in Houston, Texas (the selected firm is referred to herein as the “Independent Arbitrator”), for review and resolution in accordance with the provisions of this Article III.
Determination of Adjustment Amount. As soon as practicable after the Closing Date, and in any event not later than 90 days after the Closing Date, Company shall prepare and submit to Sellers (1) unaudited financial statements of Company (the “Closing Date Financial Statements”) consisting of a balance sheet as of the Closing Date (the “Closing Date Balance Sheet”) and a statement of operations for the year ended December 31, 2006 and the short period ending with the Closing Date in 2007, which shall be certified by an officer of Company as fairly representing the financial condition of Company as of the Closing Date and the results of operations of Company for the period then ended, subject to any infirmities in the Financial Statements and in the methodology used to produce them which are also used to produce the Closing Date Financial Statements, and (2) a valuation of the assets of Company as of the Closing Date (the “Closing Date Asset Valuation”), which shall be prepared by an independent third party and shall be certified by an officer of Company as fairly representing the value of Company’s assets as of the Closing Date. As soon as practicable after receipt of both the Closing Date Financial Statements and Closing Date Asset Valuation, but in any event not later than 90 days after the receipt thereof, Sellers shall prepare and submit to Buyer a written statement, including supporting work papers, setting forth in reasonable detail Sellers’ calculation of the Adjustment Amount (the “Sellers’ Statement”). If, within 30 days after Buyer’s receipt of Sellers’ Statement, Buyer has not given Sellers a written notice of its objection to the calculation of the Adjustment Amount set forth in Sellers’ Statement, then the Adjustment Amount set forth in Sellers’ Statement shall be final, binding and conclusive on Sellers and Buyer and shall be used by the parties to adjust the Purchase Price pursuant to Section 3(c). If, however, within 30 days after Buyer’s receipt of Sellers’ Statement, Buyer gives Sellers a written notice of its objection to the calculation of the Adjustment Amount set forth in Sellers’ Statement (the “Buyer’s Objection Notice”), which shall include a statement setting forth in reasonable detail the basis for Buyer’s objection, then Sellers and Buyer shall attempt in good faith to resolve the disputed issues with respect to the calculation of the Adjustment Amount. Buyer and Sellers shall provide each other, after the Closing, with access to any information necessary to calcul...
Determination of Adjustment Amount. Within sixty (60) days following the Closing, the Independent Accountants shall deliver to the Buyer and the Shareholder the balance sheet of the Company as of 11:59 p.m. on January 15th, 2005, prepared in accordance with GAAP on a basis consistent with the Company’s December 31, 2003 balance sheet, and in sufficient detail to allow the Buyer and Shareholder to analyze the accuracy thereof (the “Closing Balance Sheet”). Accompanying the Closing Balance Sheet shall be the Independent Accountants’ calculation of the Adjustment Amount (if any), using the amounts contained in the Closing Balance Sheet, and a certification from the Independent Accountants indicating that the Closing Balance Sheet was prepared as required by this Agreement. The Closing Balance Sheet shall (i) not include Indebtedness (including accrued interest), except for an accrual for all capital leases, (ii) be free of federal income Tax liabilities relating to operations prior to Closing, (iii) reflect payment of all receivables owed by Shareholder or his Affiliates to Company at Closing, except for ordinary travel advances, payable in accordance with the Company’s past policies and procedures, (iv) be free of debt owed to the Shareholder and his Affiliates other than rent for Leased Real Property and compensation, expenses and benefits payable in the Ordinary Course of Business, and (v) include an accrual for the amount of the Closing Retention Payments, One Year Retention Payments and all state corporate income or franchise taxes of the Company generated or arising as a consequence of the Election. Except for the specific requirements of this Section 2.2(b)(i), the Closing Balance Sheet shall be determined using the accrual method of accounting. For purposes of calculating the Adjustment Amount, the portion of the Purchase Price paid to the Company pursuant to Section 2.2(a)(iv) shall be added to the Tangible Net Worth calculated in accordance with the Closing Balance Sheet.
Determination of Adjustment Amount. (a) If the Net Asset Value is:
Determination of Adjustment Amount. The Adjustment Amount shall consist of the following:
Determination of Adjustment Amount. If the Purchase Price calculated using the Preliminary Statement exceeds the Purchase Price calculated using the Final Closing Statement, Seller shall pay to Buyer, in accordance with Section 3.4(e)(i), an amount equal to such excess. If the Purchase Price calculated using the Preliminary Statement is less than the Purchase Price calculated using the Final Closing Statement, Buyer shall pay to Seller, in accordance with Section 3.4(e)(ii), an amount equal to such deficiency. The amount of the payment to be made by Buyer or Seller, as applicable, pursuant to this Section 3.4(d) shall be referred to as the "Adjustment Amount", examples of which are set forth on Exhibit C, Examples 3.4. The Adjustment Amount shall be paid by Seller or Buyer, as applicable, in accordance with Section
