EBIT Adjustment Sample Clauses

EBIT Adjustment. (i) Not later than ten (10) Business Days prior to the Initial Closing Date, Permal shall prepare and deliver to Buyer a certificate (the “Closing EBIT Certificate”) setting forth (A) the EBIT of the Companies for the twelve (12)-month period ending on the last day of the month immediately preceding the Initial Closing Month (the “Closing EBIT”); provided, however, that if the Closing occurs prior to the twentieth (20th) day following the end of any month, Closing EBIT shall be determined as of the end of the immediately preceding month and (B) a calculation of the adjustment to the Closing Consideration as set forth below. If the product of (x) the Closing EBIT, multiplied by (y) ten (10) (the “Calculated EBIT”) is less than one billion dollars ($1,000,000,000) (the “Reference Amount”), then the Closing Consideration shall be adjusted downward in an amount equal to the product of (1) the amount by which the Reference Amount exceeds the Calculated EBIT, multiplied by (2) eighty hundredths (0.80). (ii) Subject to subsection (iii) of this Section 2.14(b), the Closing EBIT Certificate delivered by Permal to Buyer shall be final, binding and conclusive on the parties hereto. (iii) Buyer may dispute any amounts reflected on the Closing EBIT Certificate to the extent the net effect of such disputed amounts in the aggregate would affect the Initial Closing Consideration, but only on the basis that the amounts reflected on the Closing EBIT Certificate were not arrived at in a manner consistent with the provisions of this Agreement; provided, however, that Buyer shall have notified the Management Representative and Parent in writing of each disputed item, specifying the estimated amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within five (5) Business Days of Permal’s delivery of the Closing EBIT Certificate to Buyer. In the event of such a dispute, the Management Representative and Parent, on the one hand, and Buyer, on the other hand, shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If such parties are unable to reach a resolution with such effect within five (5) Business Days after the receipt by the Management Representative and Parent of Buyer’s written notice of dispute, the Management Representative and Parent, on the one hand, and Buyer, on the other hand, shall submit the items remaining in dispute ...
Sample 1
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EBIT Adjustment. Buyer hereby waives any right it may have to issue a Notice of EBIT Adjustment pursuant to Section 4.3 of the SPA.
Sample 1
EBIT Adjustment. The "EBIT Adjustment" is 51% of the greater of the "Normal Adjustment" or the "Business Loss Adjustment." The "Normal Adjustment" is the amount by which the "EBIT Value" as defined in subparagraph (e) below is less than $20,000,000, but not less than $15,000,000. The "Business Loss Adjustment" is calculated with respect to the same period for which the EBIT Value is calculated. The "Business Loss Adjustment" is the result of the actual variable expense as a percentage of sales of Qualipart less the forecast variable expense as a percentage of sales as set out on Exhibit 2.8 multiplied by the actual sales which result is multiplied by 7 and that result plus the result of the forecast fixed cost for Qualipart set out on Exhibit 2.8 minus the actual fixed costs with that result multiplied by 7.
Sample 1

Related to EBIT Adjustment

  • 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.

  • Audit Adjustment If any audit of the records, books or accounts relating to the Properties discloses an overpayment or underpayment of Management Fees, Owner or Manager shall promptly pay to the other party the amount of such overpayment or underpayment, as the case may be. If such audit discloses an overpayment of Management Fees for any fiscal year of more than the correct Management Fees for such fiscal year, Manager shall bear the cost of such audit.

  • 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.

  • 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.

  • 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.

  • Cost Adjustments Both parties agree that contracted prices shall be fixed for the first 12 months of this Contract. Contractor must submit to District any proposed cost adjustments at least 60 days before the proposed effective date of such increases with a detailed explanation for each adjustment. District alone reserves the right to reject any changes to this Contract it deems unacceptable.

  • 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:

  • ECONOMIC ADJUSTMENT Exhibit B – Prices for Goods/Services is hereby amended by deleting the existing Exhibit B in its entirety and inserting the attached Exhibit B – Prices for Services to increase by 5.1% from the previous set price.

  • Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of his interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Holders in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • 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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