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Determinations; Adjustments Sample Clauses

Determinations; Adjustments. All calculations, adjustments and determinations made by Dealer hereunder, whether as Calculation Agent, Determining Party or Hedging Party or following the occurrence of an Early Termination Date, shall be made in good faith, and all such calculations and adjustments shall be made in a commercially reasonable manner. Following any determination, adjustment or calculation by Dealer hereunder in its capacity as Calculation Agent or Determining Party, Dealer shall deliver to Company, within five Exchange Business Days after a written request by Company, a report in a commonly used file format for the storage and manipulation of financial data (including the methodology, interest rates, quotations and market data (including volatility) but without disclosing any proprietary or confidential models or other proprietary or confidential information) displaying in reasonable detail the basis for such determination, adjustment or calculation, as the case may be. For the avoidance of doubt, whenever the Calculation Agent or Determining Party, as the case may be, is called upon to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent or Determining Party, as the case may be, shall make such adjustment by reference to the effect of such event on the Hedging Party, assuming that the Hedging Party maintains a commercially reasonable hedge position.
Determinations; Adjustments. (i) All calculations, adjustments and determinations made by Dealer hereunder, whether as Calculation Agent, as Determining Party, as Hedging Party, or following the occurrence of an Early Termination Date, shall be made in good faith and in a commercially reasonable manner. Following any determination, adjustment or calculation by Calculation Agent hereunder, Calculation Agent shall deliver to Counterparty, within five Exchange Business Days after a written request by Counterparty, a report in a commonly used file format for the storage and manipulation of financial data (including the methodology, interest rates, quotations and market data (including volatility) but without disclosing any proprietary or confidential models or other proprietary or confidential information) displaying in reasonable detail the basis for such determination, adjustment or calculation, as the case may be. (ii) For the avoidance of doubt, whenever the Calculation Agent or Determining Party is called upon to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent or Determining Party shall make such adjustment by reference to the effect of such event on the Hedging Party, assuming that the Hedging Party maintains a commercially reasonable hedge position.
Determinations; Adjustments. Notwithstanding any other provision of this Agreement to the contrary, all determinations and redeterminations and adjustments by the Administrative Agent (and any determinations and decisions by each of the Revolving Credit Lenders or the Required Revolving Credit Lenders in connection therewith, or in connection with the provisions of Section 9.11(d), including any thereof approving or disapproving a proposed redetermination or redetermination by the Administrative Agent or effecting any adjustment to any element included in a Reserve Report or the determination or redetermination of the Borrowing Base) shall be made by any such Person as it deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at the particular time, and any such determination, redetermination or adjustment shall consider any other relevant information or factors, including without limitation, any additional Debt or other obligations that have been incurred or that the Parent and the Subsidiaries intend or expect to incur that such Person may deem appropriate in its sole discretion.
Determinations; Adjustments. All calculations, adjustments and determinations made by Dealer hereunder, whether as Calculation Agent, as Determining Party, as Hedging Party, or following the occurrence of an Early Termination Date, shall be made in good faith and in a commercially reasonable manner. Following any determination, adjustment or calculation by Dealer hereunder (including, without limitation, in its capacity as Calculation Agent), Dealer shall deliver to Counterparty, within five Exchange Business Days after a written request by Counterparty, a report in a commonly used file format for the storage and manipulation of financial data (including the methodology, interest rates, quotations and market data (including volatility) but without disclosing any proprietary or confidential models or other proprietary or confidential information) displaying in reasonable detail the basis for such determination, adjustment or calculation, as the case may be.
Determinations; Adjustments. All calculations, adjustments and determinations made by Dealer hereunder, whether as Calculation Agent, as Determining Party or following the occurrence of an Early Termination Date, shall be made in good faith and in a commercially reasonable manner. Following any determination, adjustment or calculation by Dealer hereunder (including, without limitation, in its capacity as Calculation Agent), Dealer will provide to Counterparty by email to the email address provided by Counterparty in such written request a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such calculation; provided, however, that in no event will Dealer be obligated to share with Counterparty any proprietary or confidential data or information or any proprietary or confidential models used by it. For the avoidance of doubt, whenever the Calculation Agent or Determining Party (as the case may be) is called upon to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions (other than any adjustment required to be made by reference to the terms of the Convertible Notes or the Indenture) to take into account the effect of an event, the Calculation Agent or Determining Party (as the case may be) shall make such adjustment by reference to the effect of such event on the Hedging Party, assuming that the Hedging Party maintains a commercially reasonable hedge position.
Determinations; Adjustments. All calculations, adjustments and determinations made by Dealer hereunder, whether as Calculation Agent, as Determining Party or following the occurrence of an Early Termination Date, shall be made in good faith and in a commercially reasonable manner. Following any determination, adjustment or calculation by Dealer hereunder (including, without limitation, in its capacity as Calculation Agent), Dealer shall deliver to Counterparty, within five Exchange Business Days after a written request by Counterparty, a report in a commonly used file format for the storage and manipulation of financial data (including the methodology, interest rates, quotations and market data (including volatility) but without disclosing any proprietary or confidential models or other proprietary or confidential information) displaying in reasonable detail the basis for such determination, adjustment or calculation, as the case may be. For the avoidance of doubt, whenever the Calculation Agent or Determining Party (as the case may be) is called upon to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent or Determining Party (as the case may be) shall make such adjustment by reference to the effect of such event on the Hedging Party, assuming that the Hedging Party maintains a commercially reasonable hedge position.
Determinations; Adjustments. If the Closing Working Capital as finally determined pursuant to this Section 2.6(b) is greater than the Estimated Closing Working Capital, then the Initial Purchase Price shall be increased by an amount equal to such excess and Buyer shall pay to Seller an amount equal to such excess by wire transfer of immediately available funds to the Seller Specified Account. If the Closing Working Capital as finally determined pursuant to this Section 2.6(b) is less than the Estimated Closing Working Capital, then the Initial Purchase Price shall be reduced by an amount equal to such shortfall (the “Final Working Capital Shortfall”) and the Final Working Capital Shortfall shall be paid to Buyer by Seller by wire transfer of immediately available funds to the Buyer Specified Account. Any payments required under this Section 2.6(b)(ii) shall be made within five (5) Business Days after the amount of Closing Working Capital is finally determined pursuant to this Section 2.6(b).
Determinations; Adjustments. (a) Prior to the payment of any Performance Shares as provided herein, the Committee shall determine in writing the extent, if any, that the Management Objectives have been satisfied and shall determine the number, if any, of Performance Shares that shall have become earned hereunder. The determinations shall occur prior to the applicable payment date set forth in Section 7 hereof. In all circumstances, the Committee shall have the ability and authority to reduce, but not increase, the amount of Performance Shares that become earned hereunder. (b) All determinations involving the Management Objectives shall be based on Generally Accepted Accounting Principles in effect at the time the objectives are established without regard to any change in accounting standards that may be required by the Financial Accounting Standards Board after the objectives are established. (c) If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, the manner in which it conducts business or other events or circumstances render the Management Objectives to be unsuitable, the Committee may modify such Management Objectives or the related levels of achievement, in whole or in part, as the Committee deems appropriate; provided, however, that no such action may result in the loss of the otherwise available exemption of the award under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).
Determinations; Adjustments. If the Closing Net Working Capital as finally determined pursuant to this Section 3.4 is greater than the Estimated Net Working Capital, Buyer shall pay to Seller the amount of such excess in accordance with Section 3.4(e). If the Closing Net Working Capital as finally determined pursuant to this Section 3.4 is less than the Estimated Net Working Capital, Seller shall pay Buyer the amount of such shortfall in accordance with Section 3.4(e).
Determinations; Adjustments. (i) If the Actual Working Capital as finally determined pursuant to this Section 2.6 is less than the Target Working Capital, Purchaser shall be entitled to such shortfall in accordance with Section 2.6(d). If the Actual Working Capital as finally determined pursuant to this Section 2.6 is greater than the Target Working Capital, the US Equityholders shall be entitled to such excess in accordance with Section 2.6(d). (ii) If the Actual Debt as finally determined pursuant to this Section 2.6 is greater than the Estimated Debt, Purchaser shall be entitled to such excess in accordance with Section 2.6(d). If the Actual Debt as finally determined pursuant to this Section 2.6 is less than the Estimated Debt, the US Equityholders shall be entitled to such shortfall in accordance with Section 2.6(d). (iii) Any amounts payable to the US Equityholders or to Purchaser pursuant to clauses (i) and (ii) above, if any, shall be aggregated and paid in accordance with Section 2.6(d) after offsetting any such payments.