Determination of Adjustment Amount. (a) At least two Business Days prior to the Closing, the Sellers shall prepare and deliver to Buyer:
(i) an estimated balance sheet of the Business as of the Financial Effective Time (the “Estimated Closing Balance Sheet”) for informational purposes only, which shall reflect the Sellers’ best estimate of the Purchased Assets and Assumed Liabilities as of immediately prior to the Financial Effective Time, prepared in accordance with the standards for the preparation of the balance sheet of the Business included in the Financial Statements and shall include an estimate of the Prorated Amounts;
(ii) a certificate signed by the chief financial officer of GPII (the “Closing Date Consideration Calculation Certificate”) setting forth (1) based on the definition of Assumed Net Debt contained herein, the Sellers’ best estimate of the Assumed Net Debt (the “Estimated Assumed Net Debt”) and (2) the Sellers’ calculation of the Closing Payment based on the Estimated Assumed Net Debt.
(b) Within 30 calendar days after the Closing, the Sellers shall prepare and deliver to Buyer:
(i) an estimated balance sheet of the Business as of the Financial Effective Time (the “Closing Balance Sheet”) for informational purposes only, which shall reflect the Sellers’ best estimate of the Purchased Assets and Assumed Liabilities as of immediately prior to the Financial Effective Time, prepared in accordance with the standards for the preparation of the balance sheet of the Business included in the Financial Statements;
(ii) a certificate signed by the chief financial officer of GPII (the “Post-Closing Assumed Net Debt Certificate”) setting forth based on the definition of Assumed Net Debt contained herein, the Sellers’ best estimate of the Assumed Net Debt; and
(iii) a certificate (the “Proration Certificate”) signed by the chief financial officer of GPII setting forth (1) all deposits made and other pre-paid expenses incurred by Sellers with respect to the Owned Real Property for the period of time after the Financial Effective Time which is to be allocated to Buyer in accordance with Section 2.08, (2) Sellers’ estimate of the expenses incurred by Buyer with respect to the Owned Real Property for the period of time before the Financial Effective Time which is to be allocated to Sellers in accordance with Section 2.08 and (3) compensation earned by hourly Business Employees between the Financial Effective Time and the Closing Date and paid by Sellers which is to be allocated to Buyer i...
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 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) Within 120 days after the Closing Date, CES will prepare and deliver to Parent a statement (the “Post-Closing Adjustment Statement”) that reflects CES’s determination of the Adjustment Amount. In addition, CES will provide Parent with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Parent will cooperate with CES in connection with CES’s preparation of the Post-Closing Adjustment Statement and related information, and will provide CES with access to its books, records, information, and employees as CES may reasonably request.
(b) The amounts determined by CES as set forth in the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 30 days after CES has delivered the Post-Closing Adjustment Statement Parent notifies CES of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Parent (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Parent disagrees, the basis of such disagreement, and Parent’s position with respect to such disputed item.
(c) If Parent delivers an Adjustment Dispute Notice in compliance with Section 3.02(b), then Parent and CES will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Parent and CES are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Parent and CES will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Parent and CES (acting on behalf of the Company Stockholders) so that Parent’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Parent (as finally determined by the Indepe...
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 CPL 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, CPL 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 CPL written notice of such objection, setting forth in reasonable detail the substance of such dispute (a “Dispute Notice”). CPL shall respond to the Dispute Notice within 10 days following receipt or as extended by mutual agreement (the “Dispute Notice Period”). If CPL 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 IV.
(a) The Independent Arbitrator shall make a final and binding determination as to the Adjustment Amount. The Independent Arbitrator’s determination shall be in the form of an opinion as is appropriate under the circumstances and shall confirm that it was rendered in accordance with this Article IV.
(b) If the Adjustment Amount as set forth in CPL’s written notice (or if disputed by Allied or the CAMAC Parties, as ultimately determined by the Independent Arbitrator or otherwise) is positive (i.e., if the sum of CPL’s share of Profit Oil and Cost Oil has been reduced as a result of Waiver Damages are due to CPL from the CAMAC Parties), then Allied or, with respect to Waiver Damages, the CAMAC Parties, shall, within thirty (30) days of such written notice or determination, as appropriate, pay CPL by wire transfer of immediately available funds, the amount of such Adjustment Amount.
(c) Allied, the CAMAC Parties and ...
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. The Adjustment Amount shall consist of the following:
(1) All benefits, income, costs and expenses of every kind and nature whether accruing, payable or paid and received or receivable in respect of the Hydrocarbon Assets, including Operating Revenues and Charges, shall be adjusted between the Vendor and the Purchaser for the Interim Period in accordance with GAAP. Notwithstanding the generality of the foregoing, the Vendor and the Purchaser acknowledge that the following principles shall apply to adjustments made under this Section 3.02(1) :
(a) Except as expressly provided in this Agreement: (i) the Vendor is entitled to all Operating Revenues attributable to the Hydrocarbon Assets during the period prior to the Effective Time and is responsible for (and entitled to any refunds with respect to) all Charges attributable to the Hydrocarbon Assets during the period prior to the Effective Time, and (ii) the Purchaser is entitled to all Operating Revenues attributable to the Hydrocarbon Assets during the period from and after the Effective Time and is responsible for (and entitled to any refunds with respect to) all Charges attributable to the Hydrocarbon Assets during the period from and after the Effective Time. The determination of whether Charges and Operating Revenues with respect to the Hydrocarbon Assets are attributable to periods before or after the Effective Time will be determined in accordance with GAAP.
(b) All costs incurred in connection with work performed or goods and services provided in respect of the Hydrocarbon Assets will be deemed to have accrued as of the date the work was performed or the goods and services were provided regardless of the time those costs become payable.
(c) Advances, cash calls and deposits by the Vendor for operations pertaining to the Hydrocarbon Assets will be adjusted under this Section 3.02(1), and will be transferred to, and be for the benefit of the Purchaser.
(d) Adjustments in respect of production from the Hydrocarbon Assets shall be made in favour of the Vendor in respect of production beyond the wellhead at the Effective Time and in favour of the Purchaser in respect of all other production at and after the Effective Time.
(e) All surface and mineral lease payments, drilling penalties under the Leases and all Taxes (except income Taxes and any taxes based upon the volume of produced Hydrocarbon Substances) shall be apportioned on a per diem basis during the Interim Period.
(f) The Vendor will bear all Tax...
Determination of Adjustment Amount. The Parties hereto have agreed that the “Net Working Capital Adjustment” shall be the amount of the difference between the Net Working Capital Amount and zero, which shall result in a change in the Aggregate Initial Consideration Amount such that if the difference is positive, there shall be an increase in the Aggregate Initial Consideration Amount and, if the difference is negative, there shall be a decrease in the Aggregate Initial Consideration Amount.
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
Determination of Adjustment Amount. (a) If the Net Asset Value is:
(i) a positive sum which is greater than the Base NAV, Purchaser shall pay to Seller in accordance with Section 2.3(b) a sum equal to the difference;
(ii) a positive sum which is less than the Base NAV, Seller shall pay to Purchaser in accordance with Section 2.3(b) a sum equal to the difference;
(iii) a negative sum, Seller shall pay to Purchaser in accordance with Section 2.3(b) a sum equal to the aggregate of the Base NAV and the amount by which the Net Asset Value is less than zero; or
(iv) equal to the Base NAV, no payment shall be made under this Section 2.3(a); PROVIDED ALWAYS that there shall be taken fully into account the payment under Section 2.3 of the Adjustment Amount by Purchaser to Seller on account of the amount (if any) due to Seller pursuant to this Section 2.3(a), to the effect that in circumstances where such payment on account is greater than the amount actually due to Seller under this Section 2.3(a), Seller shall immediately on demand repay the difference to Purchaser together with interest thereon calculated in accordance with Section 2.3(b) and in respect of the period from the Closing Date up to and including the date of payment.
(b) Every cash sum payable under Section 2.3(a) shall be paid within five (5) Business Days after the date of determination of the Net Asset Value, together with interest on it at the rate of two percent (2%) above the base lending rate of Barclays Bank plc for the time being in force which shall accrue from day to day and shall be calculated on the basis of a year of 365 days from the Closing Date up to and including the date of payment, by electronic funds transfer to an account specified by Purchaser or Seller, as applicable.
(c) The parties shall procure that as soon as practicable following the Closing Date, and in any event not later than 30 Business Days after Closing, a draft of the Closing Accounts (the “Draft Closing Accounts”), is prepared by the Company or (at the option of the Company) by the Company’s auditors in accordance with Section 2.3(d) and delivered simultaneously to Purchaser and Seller.
(d) The Draft Closing Accounts and the Closing Accounts shall be prepared in accordance with GAAP (except for the valuation and expensing of stock options) applied consistently with the Interim Financial Statements.
(e) As soon as practicable after delivery of the Draft Closing Accounts in accordance with Section 2.3(d), and in any event within 30 Business Days after ...
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
