Earnings Adjustment Sample Clauses

Earnings Adjustment. (a) Within 90 days after the end of each of the first two twelve month periods following the Closing Date, the Purchaser shall cause to be prepared and delivered to Seller a statement of operations of the combined operations of the Companies for such twelve month period, determined in accordance with GAAP. Such statement of operations shall include (i) a separate calculation of earnings before interest, taxes, depreciation and amortization ("EBITDA"); (ii) a determination as to whether the Target EBITDA (as defined below) has been achieved; and (iii) the amount of the Bonus (as defined below) or Shortfall (as defined below), as applicable. Unless within thirty (30) days of delivery of such statement of operations by Purchaser to Seller, Purchaser shall have received a written objection from Seller to such statement of operations or Instructions, then such draft shall be considered the final statement of operations of the Companies for such period (the "Final Statement of Operations"). If within thirty (30) days of delivery of the statement of operations by Purchaser to Seller, Purchaser shall have received a written objection from Seller to such statement of operations and/or Instructions, then the Seller and Purchaser shall attempt to reconcile their differences diligently and in good faith and any resolution by them shall be final, binding and conclusive. If the Seller and the Purchaser are unable to reach a resolution with such effect within fifteen (15) business days of the Purchaser's receipt of the Seller's written notice of objection, the Seller and the Purchaser shall submit such dispute for resolution to an independent accounting firm mutually appointed by the Seller and the Purchaser (the "Independent Accounting Firm"), which shall determine and report to the parties and such report shall be final, binding and conclusive on the parties hereto. The fees and disbursements of the Independent Accounting Firm shall initially be paid by the Seller; provided, however, in the event that the Independent Accounting Firm determines that the Seller's objection to the statement of operations and/or Instructions are valid, then the Purchaser shall pay the fee payable to the Independent Accounting Firm. (b) If the EBITDA of the Companies for either of the first two 12-month periods following the Closing Date is greater than $1,000,000 (the "Target EBITDA"), then Purchaser shall pay at the direction of the Seller an amount equal to 10% of the EBITDA in excess of...
Sample 1
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Earnings Adjustment. (a) Within 120 days after the Closing Date, the Surviving Corporation shall prepare and deliver, or cause to be prepared and delivered, to Parent a consolidated income statement of the Company and its Subsidiaries prepared in accordance with GAAP and consistent with past practice of the Company (the “Closing Income Statement”), setting forth the consolidated Net income (loss) applicable to common stockholders of the Company and its Subsidiaries from the Balance Sheet Date through the Closing Date (i) excluding any costs and expenses incurred by the Company in connection with the transactions contemplated by this Agreement that would otherwise be taken into account in determining income after taxes (including the net after tax effect of the following: (X) the excess of the deferred compensation paid pursuant to the Incentive Plans in connection with the Merger over the amount accrued by the Company therefore, (Y) excess costs associated with the issuance of restricted stock and (Z) gain/loss associated with impairment or valuation allowance for long-lived assets and gain/loss on separations from affiliates) but (ii) including the Net Contract Amount (the “After-Tax Earnings”), which Closing Income Statement shall be accompanied by a report of the Company’s registered independent public accounting firm (the “Accounting Firm”) prepared in accordance with the requirements of SAS 70 as to such Closing Income Statement, as adjusted for any difference noted in such report. The parties understand and agree that accrued and unvested incentive fees, general partner allocations will be included in the Closing Income Statement consistent with past practice of the Company and that, if the Closing Date is other than on the first or last day of a month, such fees and allocations will be pro-rated based on the number of days actually elapsed. Within 10 days following receipt of the Closing Income Statement, Parent shall deliver written notice (an “Objection Notice”) to the Accounting Firm of any dispute it has with respect to the preparation or content of the Closing Income Statement. An Objection Notice must describe in reasonable detail the items contained in the Closing Income Statement that Parent disputes and the basis for any such disputes. Any items not disputed in the Objection Notice will be deemed to have been accepted by Parent. If Parent does not deliver an Objection Notice with respect to the Closing Income Statement within such 10-day period such statement s...
Sample 1
Earnings Adjustment. On a regular basis, Employer shall credit or debit Employee's deferred compensation account as if the account were invested in one or more investments funds determined as hereafter provided. Unless Employer and Employee otherwise agree, the universe of available funds shall be those which The Vanguard Group sponsors that are made available to participants in Employer's Retirement Savings Plan. Employer shall establish procedures for Employee to designate the specific fund or funds he desires to have applied and for Employee to change such designation from time to time.
Sample 1
Earnings Adjustment. “Earnings Adjustment” means the dollar amount of CDC’s consolidated after-tax earnings from July 1, 2006 to the Effective Date, determined in accordance with GAAP and consistent with past practices, but without regard to non- recurring or extraordinary expenses related to the Merger such as the CDC Transaction Fees (up to the maximum amount specified in Section 5.2.3), the Stay Bonuses, any increases to ALLL or charge-offs or other reserves that BKD, LLP or Glacier may require, and the cost of title commitments obtained and/or policies issued in accordance with Section 4.1.12 (collectively, the “Extraordinary Expenses”). The Earnings Adjustment will be based on the actual consolidated earnings of CDC (excluding the Merger-related expenses described in the preceding sentence) as reflected on CDC’s monthly internal reported results for each month commencing after June 30, 2006 until the Effective Date. If the Effective Date occurs mid-month, then the Earnings Adjustment for the period following the most recently reported month-end until the Effective Date (the “Interim Earnings Period”) shall be calculated by multiplying (i) the number of days in the Interim Earnings Period, by (ii) the Average Daily Earnings. The “Average Daily Earnings” is the quotient obtained by dividing (i) CDC’s actual consolidated earnings from January 1, 2006 through the most recently reported month- end, excluding Extraordinary Expenses, by (ii) the number of days elapsed in such period. Notwithstanding anything in this Agreement to the contrary, if all conditions to Closing in Section 5 are satisfied (or waived) but Closing is delayed solely to accommodate completion of the Foundation Transfer, then the number of days by which Closing is so delayed shall be excluded from the calculation of any Earnings Adjustment.
Sample 1
Earnings Adjustment. TMENT If the Companies, on a combined basis, have Pre-Tax Earnings of more or less than $4,450,000 for the year ending December 31, 1996 ("1996 Earnings"), then the Purchase Price shall be increased or decreased (as appropriate) by an amount equal to $[(4,450,000 - 1996 Earnings) x 5].
Sample 1
Earnings Adjustment. 10 1.5. Net Worth Adjustment.........................................10 1.6.
Sample 1
Earnings Adjustment. If the Companies, on a combined basis, have Pre-Tax Earnings as further adjusted (in accordance with Schedule 1.4 hereto) to reflect the pro forma results of operations for the year ending December 31, 1996 ("1996 Earnings") of less than Six Million Two Hundred Thousand Dollars ($6,200,000), then the Purchase Price shall be reduced by an amount equal to [($6,200,000 - 1996 Earnings) x 4.84]. If the 1996 Earnings are greater than $6,200,000, then the Purchase Price shall be increased by an amount equal to [(1996 Earnings - 6,200,000) x 4.84] (such increase or reduction, as applicable, the "Earnings Adjustment"). The Earnings Adjustment, if any, shall be made at the Closing and shall be divided proportionately between the Base Price and the Aggregate Value (such that 17/30ths of any such adjustment shall be made to the Base Price and 13/30ths of any such adjustment shall be made to the Aggregate Value).
Sample 1
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Earnings Adjustment. (i) The payment set forth in paragraph (b) of Section 1.2 shall be increased by 200% of any positive amount equal to the sum of: (x) CIS Operating Profits (as defined) earned during the Year 1 Period minus $500,000, up to $400,000, and (y) 12 1/2% of any positive amount equal to CIS Operating Profits earned during the Year 1 Period minus $900,000. The payment set forth in paragraph (b) of Section 1.2 shall be decreased by 200% of any negative amount equal to CIS Operating Profits earned during the Year 1 Period minus $500,000, provided, however, that no adjustment set forth in this paragraph (b)(i) of Section 1.3 shall result in a payment of less than $250,000. The resultant payment provided for in this clause (i) shall be referred to as the "Year 1 Period Adjusted Payment Amount". (ii) The payment set forth in paragraph (c) of Section 1.2 shall be increased by 100% of any positive amount equal to the sum of: (x) CIS Operating Profits earned during the Year 2 Period minus $500,000, up to $400,000, and (y) 25% of any positive amount equal to CIS Operating Profits earned during the Year 2 Period minus $900,000. The payment set forth in paragraph (c) of Section 1.2 shall be decreased by 100% of any negative amount equal to CIS Operating Profits earned during the Year 2 Period minus $500,000, provided, however, that no adjustment set forth in this paragraph (b)(ii) of Section 1.3 shall result in a payment of less than $250,000. The resultant payment provided for in this clause (ii) shall be referred to as the "Year 2 Period Adjusted Payment Amount". (iii) The payment set forth in paragraph (d) of Section 1.2 shall be increased by 100% of any positive amount equal to the sum of: (x) CIS Operating Profits earned during the Year 3 Period minus $500,000, up to $400,000, and (y) 25% of any positive amount equal to CIS Operating Profits earned during the Year 3 Period minus $900,000. The payment set forth in paragraph (d) of Section 1.2 shall be decreased by 100% of any negative amount equal to CIS Operating Profits earned during the Year 3 Period minus $500,000, provided, however, that no adjustment set forth in this paragraph (b)(iii) of Section 1.3 shall result in a payment of less than $250,000. The resultant payment provided for in this clause (iii) shall be referred to as the "Year 3 Period Adjusted Payment Amount". (iv) Buyer's obligation to pay $250,000 of the respective Year 1 Period Adjusted Payment Amount, Year 2 Period Adjusted Payment Amount, and Year 3...
Sample 1
Earnings Adjustment 
Sample 1

Related to Earnings Adjustment

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

  • Tax Adjustment Tenant shall pay, as Additional Charges, an amount (hereinafter referred to as the “Tax Adjustment Amount”) equal to Tenant’s Expense Share of the amount of Taxes incurred with respect to each Lease Year; except that Tenant shall be required to pay only a pro rata amount of the Tax Adjustment Amount for the Lease Years in which the first and last days of the Term occur pro rated on a per diem basis. Tenant shall not, however, have any right to audit Landlord’s books and records pertaining to Taxes. The Tax Adjustment Amount with respect to each Lease Year shall be paid in monthly installments in advance on the first day of each and every calendar month during such Lease Year, commencing on the Commencement Date, in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. Following receipt of actual tax bills, Landlord shall deliver to Tenant a statement setting forth (i) the actual Tax Adjustment Amount for such Lease Year; (ii) the total of the estimated monthly installments of the Tax Adjustment Amount paid to Landlord for such Lease Year; and (iii) the amount of any excess or deficiency with respect to such Lease Year. Tenant shall pay any deficiency to Landlord as shown by such statement within 30 days after receipt of such statement. If the total of the estimated monthly installments paid by Tenant during any Lease Year exceeds the actual Tax Adjustment Amount due from Tenant for such Lease Year, at Landlord’s option such excess shall be either credited against payments next due hereunder or refunded by Landlord, provided Tenant is not then in default hereunder.

  • CPI Adjustment At the end of the first Lease year (as hereinafter defined) and every Lease year thereafter (including any renewal periods) the Base Rental provided for in Paragraph 3 above shall be adjusted by adding to Base Rental the "Add-on Factor". The one (1) year periods are each hereinafter referred to as an "Adjustment Period". As used herein, the "Add- on Factor" shall mean the "Add-on Sum" minus "Net Base Rental"; "Add-on Sum" shall mean a sum determined by multiplying the "Net Base Rental" by the "Adjustment Factor"; "Net Base Rental" shall mean the Base Rental described above minus Initial Basic Cost, and "Adjustment Factor" shall mean a fraction, the numerator of which is the "CPI" published immediately preceding the applicable anniversary date and the denominator of which is the "CPI" published immediately preceding the commencement date of the term of this Lease. "CPI" shall mean the United States Average (1982-84 '" 100), as published bi-monthly (or if the same shall no longer be published bi-monthly, on the most frequent basis available) by the Bureau of Labor Statistics, U.S. Department of Labor (but if such is subject to adjustment later, the later adjusted index shall be used). The Adjusted Rental shall be the new Base Rental of the Premises effective as of the first day of the applicable Adjustment Period. Notwithstanding the foregoing calculation, the yearly percentage rent adjustment pursuant to this Paragraph 9 shall in no event be less than FIVE percent (5%) per year. Tenant shall continue payment of the Base Rental in effect for the expiring Adjustment Period until notified by Landlord of any increase in such Base Rental. Such notification shall include a memorandum showing the calculations used by Landlord in determining the new Base Rental. On the first day of the calendar month immediately succeeding receipt of such notice, Tenant shall commence payment of the new Base Rental spedfied in the notice, and shall also pay to Landlord with respect to the month(s) already expired, the excess of the required monthly rentals spedfied in the notice over the monthly amounts actually paid by Tenant.

  • Annual Adjustment At the end of each Fiscal Year and following receipt by Manager of the annual accounting referred to in Article 10, an adjustment will be made to such annual account, if necessary and if available, so that the appropriate amount shall have been deposited in the Reserve.

  • Special Basis Adjustments In connection with any assignment or transfer of a Partnership interest permitted by the terms of this Agreement, the General Partner may cause the Partnership, on behalf of the Partners and at the time and in the manner provided in Treasury Regulations Section 1.754-1(b), to make an election to adjust the basis of the Partnership’s property in the manner provided in Sections 734(b) and 743(b) of the Code.

  • Basis Adjustment Within 120 calendar days after the filing of the U.S. federal income tax return of the Corporate Taxpayer for each Taxable Year in which any Exchange has been effected by any Member, the Corporate Taxpayer shall deliver to such Member a schedule (the “Exchange Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, including with respect to each Exchanging party, (i) the Non-Stepped Up Tax Basis of the Reference Assets as of each applicable Exchange Date, (ii) the Basis Adjustments with respect to the Reference Assets as a result of the Exchanges effected in such Taxable Year, calculated (x) in the aggregate, (y) solely with respect to Exchanges by such Member and (z) in the case of a Basis Adjustment under Section 734(b) of the Code solely with respect to the amount that is available to the Corporate Taxpayer in such Taxable Year, (iii) the period (or periods) over which the Reference Assets are amortizable and/or depreciable and (iv) the period (or periods) over which each Basis Adjustment is amortizable and/or depreciable.

  • Market Adjustment The parties to this Agreement recognize the appropriateness of market pay adjustments in rare instances for compelling reasons. To effectuate judgments in such cases, the President and AAUP Chapter President, in consultation, shall each name three (3) individuals to a university Market Evaluation Committee. Deans may submit recommendations for market pay adjustments with supporting written reasons to the Committee. Said Committee shall consult with the President concerning proposed market pay adjustments reporting its advice not later than May 15 in each year. Upon the favorable recommendation of the President and the BOR President, market pay adjustments may be approved effective at the beginning of that pay period including September 1 of the following year. Not more than one (1) market pay adjustment per one hundred (100) full-time members, or fraction thereof, may be recommended in any contract year. A member’s salary may not be increased beyond the maximum for the rank. Funding for this program shall be governed by Article 12.10.2.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

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