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).
Sample 1
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EBIT Adjustment. (i) If the earnings before interest and taxes ("EBIT") for the twelve month period beginning on January 1, 1996 and ending on December 31, 1996 (the "EBIT Period") derived from the operation of the Corporation's business (the "Business") by the Corporation through the Closing and thereafter by Purchaser in accordance with Section 2.03(b)(ii) hereof is less than $1,365,000 (the "EBIT Target Amount"), then up to $800,000 of the principal amount of the Notes shall be offset and reduced by $100,000 for each whole $25,000 sum that the actual EBIT during the EBIT Period is below the EBIT Target Amount. EBIT shall, except for such modifications as are specifically set forth in Section 2.03(b)(ii) of this Agreement, be determined in accordance with the accounting principles, procedures and methods utilized by the Corporation in computing its income for the 1995 calendar year. If Purchaser and Shareholders cannot agree on the appropriate adjustment by April 1, 1997, then such issue shall be submitted to binding arbitration in Atlanta,
Sample 1
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 The fixed fees and other fees expressed as stated dollar amounts in this schedule and in the Agreement shall be increased annually commencing on the one-year anniversary date of the Effective Date by the percentage increase since the Effective Date in consumer prices for services as measured by the United States Consumer Price Index entitled "All Services Less Rent of Shelter" or a similar index should such index no longer be published.

  • 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.

  • Tax Adjustment During each Lease Year commencing with the Lease -------------- Year 1998, Tenant shall pay, as Additional Charges, an amount (hereinafter referred to as the "TAX ADJUSTMENT AMOUNT") equal to Tenant's Share of the excess of Taxes for each such Lease Year over the amount of Taxes for the Base Year; except that Tenant shall be required to pay only a pro rata amount of the Tax Adjustment Amount for the Lease Year in which the last days of the Term occur, pro rated on a per diem basis. 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 January 1, 1998, in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. As soon as practicable following the close of the 1998 and subsequent Lease Years, and receipt of actual tax bills, Landlord shall deliver to Tenant a statement setting forth (a) the actual Tax Adjustment Amount for such Lease Year; (b) the total of the estimated monthly installments of the Tax Adjustment Amount paid to Landlord for such Lease Year; and (c) 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 thirty (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.

  • 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:

  • 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.

  • Salary Adjustment The Executive's Base Salary will be reviewed from time to time in accordance with the established procedures of the Company for adjusting salaries for similarly situated employees and may be adjusted in the sole discretion of the Company.

  • Proportional Adjustment In the event the Corporation shall at any time after the issuance of any share or shares of Series A Participating Preferred Stock (i) declare any dividend on Common Stock of the Corporation ("COMMON STOCK") payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Corporation shall simultaneously effect a proportional adjustment to the number of outstanding shares of Series A Participating Preferred Stock.

  • 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.

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