Estimated Adjustments Sample Clauses

Estimated Adjustments. Prior to the Closing, the Sellers’ Representative prepared and submitted to the Buyer Parties the following materials: (1) a written statement setting forth (i) the Closing Indebtedness, together with an itemization and description of such Closing Indebtedness and all applicable payoff letters, and (ii) the Closing Cash; (2) a preliminary Closing Balance Sheet, accompanied by a statement setting forth in good faith its estimate of the Closing Net Working Capital, together with an itemization of the components thereof (the “Estimated Closing Working Capital”), and the estimated Closing Working Capital Adjustment Amount based on the Estimated Closing Working Capital (the “Estimated
Sample 1
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Estimated Adjustments. At least three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer for its approval (not to be unreasonably withheld) (a) an estimated balance sheet as of as of 12:01 a.m. on the Closing Date for the Company (the “Estimated Closing Balance Sheet”), (b) a statement of the current assets of the categories set forth on Schedule 3.1 (but in no event Cash on Hand or Tax assets, even if otherwise included in such categories), less the current liabilities of the categories set forth on Schedule 3.1 (but in no event Transaction Costs, the SEU Payments, other obligations to the extent included in the calculation of Company Debt or the amounts payable under the Retention Bonus Plan (or the Company’s portion of any Taxes payable with respect to the amounts payable under such plan or under the Xxxxxx Bonus Agreement)) (the “Working Capital”), as reflected on the face of the Estimated Closing Balance Sheet (the “Estimated Closing Working Capital”) and (c) a statement of the Cash on Hand and Company Debt, in each case estimated to be existing as of 12:01 a.m. on the Closing Date, and the estimated Transaction Costs. The Estimated Closing Balance Sheet will be prepared in accordance with GAAP. To the extent the Company’s accounting methods, policies, practices and procedures used in the preparation of the Target Working Capital are in accordance with GAAP, the Estimated Closing Balance Sheet shall be prepared using such accounting methods, policies, practices and procedures, with consistent classifications and estimation methodologies as were used in the preparation of the Target Working Capital in accordance with Schedule 3.1, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the transactions contemplated hereby. The amount, if any, by which the Estimated Closing Working Capital exceeds the Target Working Capital is referred to herein as the “Estimated Closing Working Capital Surplus”. The amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital is referred to herein as the “Estimated Closing Working Capital Deficiency”.
Sample 1
Estimated Adjustments. (i) Not more than ten Business Days nor less than five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a certificate of an authorized officer setting forth Seller's good faith estimate, as of the close of business on the last day of the month immediately prior to the Closing Date, of (A) LIG Net Working Capital ("Estimated LIG Net Working Capital"), (B) LIG Inventory ("Estimated LIG Inventory") and (C) Exchange Imbalances ("Estimated Exchange Imbalances"). The amount payable to Buyer at the Closing pursuant to Section 2.1 shall be increased or decreased by the amount of the Estimated Initial Purchase Price Adjustment. (ii) The purchase price payable at Closing will be reduced if a Casualty Loss occurs with respect to any of the assets or properties of the LIG Companies between the date hereof and the Closing Date by the amount of the Value Impact if it is less than $25,000,000. The Seller shall notify the Buyer of the occurrence of a Casualty Loss as soon as practicable and in any event within two (2) Business Days of the event or occurrence. Regardless of whether Seller elects to cure any Casualty Loss, if any insurance is in effect that does or could be expected to cover all or any part of such Casualty Loss, Seller will file a claim and diligently pursue recovery thereunder. Seller may cure any such Casualty Loss by repairing it, or in the case of personal property or fixtures, replacing the assets or properties affected with equivalent items; provided if Seller is curing such Casualty Loss after the Closing Date, Seller will use its reasonable best efforts not to interrupt the business or operations of the LIG Companies. Following notice of the Casualty Loss, in the event Seller notifies Buyer in writing that it will not undertake the repair of the Casualty Loss (such notice to be provided within ten (10) Business Days of the event) or upon written notice from Buyer or Seller if Seller does not adequately cure any Casualty Loss that it elected to cure, the parties will promptly meet and attempt to agree upon the Value Impact reasonably expected. If the Buyer and Sellers cannot agree on the Value Impact of the Casualty Loss within ten (10) Business Days (or such other period as the Buyer and Sellers agree) of Buyer receiving notice of the Casualty Loss, then the Neutral Auditor (which shall be required to employ appraisers knowledgeable on the subject matter of the Casualty Loss to assist in determining the Value Impact) shall...
Sample 1
Estimated Adjustments. The Closing Payment shall be adjusted, plus or minus, dollar for dollar, by the amount by which the Estimated Working Capital set forth in the Preliminary Statement exceeds or is less than the Target Working Capital. Any such adjustment shall be reflected on the Settlement Statement.
Sample 1
Estimated Adjustments. If any item subject to adjustment cannot be determined on Closing, an estimate shall be made by the Vendor for the purposes of Closing and a final adjustment shall be made when the particular item can be determined. All claims for re-adjustments must be made on or before the date that is one (1) year following the Closing Date. After the expiry of such period, no further claim for adjustments shall be made by the parties except for adjustments resulting from tax appeals settled after the expiry of such periods.
Sample 1
Estimated Adjustments. 10 2.05 Post-Closing Adjustment........................................................................11 2.06
Sample 1
Estimated Adjustments. Sellers shall prepare and submit to the Buyer, not later than five (5) days prior to the Closing, a written good faith estimate of (i) the Current Assets, Current Liabilities and the Average Eight Month EBUs of the CATV Business as of the Closing Date and (ii) the amount of the adjustments to the Purchase Price in accordance with Section 2.03 (the "Estimated Closing Adjustment Statement"). The Estimated Closing Adjustment Statement shall be based upon the books and records of the Systems, including the accounts receivable (including the aging reports) as shown on the latest records of Sellers kept in the ordinary course of business. The Estimated Closing Adjustment Statement submitted to the Buyer shall be accompanied by (a) a statement setting forth in reasonable detail the calculation of the Estimated Closing Adjustment Statement, the Current Assets and Current Liabilities of the CATV Business as of the Closing Date and the Average Eight Month EBUs as of the Closing Date, including appropriate back-up documentation related thereto and in support thereof and (b) a certificate signed by a senior officer of the Sellers certifying that the Estimated Closing Adjustment Statement was calculated in good faith in accordance with the provisions of Section 2.03. The Sellers shall also deliver to the Buyer such other information as may be reasonably requested by the Buyer to verify the amounts and calculations set forth in the Estimated Closing Adjustment Statement.
Sample 1
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Estimated Adjustments. No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to SpinCo and Xxxxxx Partner a written report setting forth the Company’s good faith estimate of the Net Working Capital and Net Indebtedness as of the Cut-Off Time (such estimates, the “Estimated Net Working Capital” and the “Estimated Net Indebtedness”), prepared in conformity with the requirements of this Agreement, including the Accounting Principles and together with reasonable supporting documentation. The Company will reasonably cooperate with Merger Partner and its Representatives in connection with their review of such written report, including by (x) using commercially reasonable efforts to provide information reasonably necessary or useful in connection with their review of the written report as reasonably requested by Xxxxxx Partner, (y) reasonably considering in good faith any revisions to such written report proposed by Xxxxxx Partner and (z) revising such written report to reflect any changes mutually agreed by the Company, SpinCo and Xxxxxx Partner; provided that no comments provided by Xxxxxx Partner shall provide a basis for any delay in the Closing, or shall require any changes to the written report of the Estimated Net Working Capital or Estimated Net Indebtedness (or the calculations therein) unless agreed to by the Company.
Sample 1
Estimated Adjustments 
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Related to Estimated Adjustments

  • 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.

  • 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.

  • 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.

  • 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:

  • Closing Adjustments (a) At least five (5) Business Days prior to the Closing Date, Vista Outdoor shall prepare and deliver to Parent a statement (the “Estimated Closing Statement”) setting forth Vista Outdoor’s good faith estimate of (i) Closing Cash (such estimate, “Estimated Closing Cash”), (ii) Closing Working Capital (such estimate, “Estimated Closing Working Capital”), (iii) Closing Debt (such estimate, “Estimated Closing Debt”), (iv) Transaction Expenses (such estimate, “Estimated Transaction Expenses”), (v) Closing Taxes (such estimate, “Estimated Closing Taxes”), (vi) Closing Transaction Tax Deductions (such estimate, “Estimated Closing Transaction Tax Deductions”), (vii) the Closing Non-Cash Debt (such estimate, “Estimated Closing Non-Cash Debt”) and (viii) the Estimated Closing Adjustment Amount, in each case, together with reasonably detailed schedules with respect to the determination thereof to support the estimates set forth in the Estimated Closing Statement. The Estimated Closing Statement shall be prepared in accordance with the terms of this Agreement, including the Accounting Principles. The Parties agree that the purpose of preparing the Estimated Closing Statement is to estimate the amounts of Closing Cash, Closing Working Capital, Closing Debt, Transaction Expenses, Closing Taxes, Closing Transaction Tax Deductions and the Closing Adjustment Amount in accordance with the terms of this Agreement, including the Accounting Principles. Vista Outdoor shall consider in good faith and implement all reasonable comments provided by Parent to the Estimated Closing Statement (including the components thereof) at least one Business Day prior to the Closing Date. (b) At least five (5) Business Days prior to Vista Outdoor’s delivery of the Estimated Closing Statement, and in any event at least ten (10) Business Days prior to the Closing Date, Vista Outdoor shall prepare and deliver to Parent a good faith non-binding, advisory draft of the Estimated Closing Statement (the “Draft Estimated Closing Statement”), including reasonably detailed schedules with respect to the determination thereof to support the estimates set forth therein. In furtherance of Vista Outdoor’s preparation of the Estimated Closing Statement, Vista Outdoor shall consider in good faith all reasonable comments provided to the Draft Estimated Closing Statement by Parent at least one Business Day prior to delivery of the Estimated Closing Statement. (c) Within ten (10) Business Days of the date of this Agreement, Vista Outdoor shall prepare and deliver to Parent a good faith non-binding, advisory draft of the Estimated Closing Statement, including reasonably detailed schedules with respect to the determination thereof to support the estimates set forth therein (an “Advisory Estimated Closing Statement”), assuming, for purposes of creating such Advisory Estimated Closing Statement, a Reference Time of 11:59 p.m. New York City time on September 30, 2024. Within ten (10) Business Days following October 31, 2024, Vista Outdoor shall prepare and deliver to Parent, an Advisory Estimated Closing Statement assuming, for purposes of creating such Advisory Estimated Closing Statement, a Reference Time of 11:59 p.m. New York City time on October 31, 2024. In furtherance of Vista Outdoor’s preparation of the Draft Estimated Closing Statement and the Estimated Closing Statement, Vista Outdoor shall consider in good faith all reasonable comments provided to the Advisory Estimated Closing Statements by Parent at least one (1) Business Day prior to delivery of the Draft Estimated Closing Statement. (d) As promptly as practicable, and in any event within the later of (x) thirty (30) days following the Closing Date and (y) five (5) Business Days prior to the consummation of the Revelyst Merger (if such merger is consummated) (the later of (x) and (y), the “Closing Statement Deadline”), Vista Outdoor and Revelyst shall cooperate in good faith and jointly prepare a statement (the “Closing Statement”) setting forth their joint good faith calculation of (i) Closing Cash, (ii) Closing Working Capital, (iii) Closing Debt, (iv) Transaction Expenses, (v) Closing Taxes, (vi) Closing Transaction Tax Deductions and (vii) the Closing Adjustment Amount, in each case, together with reasonably detailed schedules with respect to the determination thereof to support the calculations set forth in the Closing Statement. The Closing Statement shall be prepared in accordance with the terms of this Agreement, including the Accounting Principles. The Parties agree that the purpose of preparing the Closing Statement is to measure and determine the amount of Closing Cash, Closing Working Capital, Closing Debt, Transaction Expenses, Closing Taxes, Closing Transaction Tax Deductions and the Closing Adjustment Amount in accordance with the terms of this Agreement, including the Accounting Principles. Each of Vista Outdoor and Revelyst shall execute the Closing Statement to certify the calculations set forth therein and upon such certification the Closing Statement shall become final and binding upon the Parties; provided, that, notwithstanding anything to the contrary in this Agreement, in the event that Vista Outdoor and Revelyst do not agree upon and execute the Closing Statement by the Closing Statement Deadline, then the Estimated Closing Statement shall be deemed to be the Closing Statement for all purposes under this Agreement and neither Party nor their respective Affiliates shall have any further obligation pursuant to this Section 2.06. (e) In connection with the preparation of the Closing Statement, Vista Outdoor shall, subject to reasonable advance written request (email being sufficient), provide Revelyst and its Representatives with reasonable access during normal business hours, and in such a manner as to not interfere with the normal operations of Vista Outdoor and each other member of the Vista Outdoor Group, to the Records and relevant advisors (subject to the execution of any required customary access letters), personnel and properties of Vista Outdoor and each other member of the Vista Outdoor Group to the extent reasonably relevant to the preparation of the Closing Statement; provided that Revelyst shall, and shall cause its Representatives to, keep any nonpublic information shared with it confidential. (f) Within three (3) Business Days after the Closing Statement becomes final and binding upon the Parties in accordance with this Section 2.06, if the Closing Adjustment Amount is: (i) greater than the Estimated Closing Adjustment Amount, then Vista Outdoor shall pay Revelyst an amount of cash equal to such difference; (ii) less than the Estimated Closing Adjustment Amount, then Revelyst shall pay Vista Outdoor an amount of cash equal to such difference; or (iii) equal to the Estimated Closing Adjustment Amount, then neither Party shall have any obligation to make a payment to the other Party in respect thereof. (g) Each Party acknowledges that the agreements contained in this Section 2.06 are an integral part of the Transactions, and that, without these agreements, the other Party would not have entered into this Agreement and each other Transaction Document to which it is a party. Accordingly, if a Party fails to promptly pay any amount due pursuant to this Section 2.06 (such Party, the “Defaulting Party”), and, in order to obtain payment of such amount, the other Party commences a legal action which results in an order against the Defaulting Party for such amount, or any portion thereof, the Defaulting Party shall pay to the other Party such other Party’s out-of-pocket, reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with such legal action, together with interest on such due and unpaid amounts pursuant to this Section 2.06 at a rate equal to (i) the prime rate as published in The Wall Street Journal in effect on the date such amount was required to be paid plus (ii) 2% through the date such payment was actually received. (h) Vista Outdoor agrees that, from the Closing Date through the date that the Closing Adjustment Amount is finally determined in accordance with this Section 2.06, it shall not, and shall cause each other member of the Vista Outdoor Group not to, take any action with respect to any accounting books, records, policies or procedures on which the Closing Statement is based that would impede or delay the final determination of the Closing Adjustment Amount. (i) Notwithstanding anything to the contrary in this Agreement or any investigation or examination conducted, or any knowledge possessed or acquired, by or on behalf of Vista Outdoor or Revelyst, the process set forth in this Section 2.06 shall be the sole and exclusive remedy between the Parties for any disputes related to the items required to be included or reflected in the calculation of Closing Cash, Closing Working Capital, Closing Debt, Transaction Expenses, Closing Taxes, Closing Transaction Tax Deductions and the Closing Adjustment Amount. (j) Without the prior written consent of Xxxxxx Xxxxxx, none of the time periods set forth in this Section 2.06 shall be extended or waived by any Party. For the avoidance of doubt, from and after the closing of the Revelyst Merger, neither Olibre Parent, Revelyst nor any of their respective Subsidiaries shall have any obligation with respect to this Section 2.06. Each Party agrees that Olibre Parent is a third party beneficiary of this Section 2.06(j). (k) For the purposes of this Agreement:

  • Price Adjustments 17.1 Prices for Goods/Services supplied in terms of this Agreement shall be subject to review as indicated in the Schedule of Requirements/Works Order annexed hereto. 17.2 No less than 2 [two] months prior to any proposed Price adjustment, the Parties shall commence negotiations for Prices for the next period or as otherwise indicated in Schedule 1 hereto. The Parties shall have regard for market-related pricing of equivalent goods, continuous improvement initiatives, costs [including labour, raw materials and transport/delivery], order size and frequency and changes to the specification of the Goods/Services. 17.3 Pursuant to clause 17.2 above, the Supplier/Service Provider shall keep full and accurate records of all costs associated with the supply of the Goods/Services to Transnet, in a form to be approved in writing by Transnet. The Supplier/Service Provider shall produce such records to Transnet for inspection at all reasonable times on request and such records may, at Transnet's option, be audited by Transnet or its designated representatives. 17.4 Should Transnet and the Supplier/Service Provider fail to reach an agreement on Price for the successive period, either Party shall be entitled to submit this matter to dispute resolution in accordance with clause 32 of the Master Agreement [Dispute Resolution]. 17.5 If during the period of this Agreement Transnet can purchase similar Goods/Services of a like quality from another supplier at a total delivered cost to a Transnet facility that is lower than the total delivered cost of the Goods/Services purchased hereunder from the Supplier/Service Provider, Transnet may notify the Supplier/Service Provider of such total delivered cost and the Supplier/Service Provider shall have an opportunity to adjust the Price of the Goods/Services purchased hereunder, on such a basis as to result in the same total delivered cost to Transnet, within 30 [thirty] calendar days of such notice. If the Supplier/Service Provider fails to do so or cannot legally do so, Transnet may (i) purchase the Goods/Services from such other supplier in which case the obligations, including, but not limited to, any purchase and sale requirements and/or commitments, if any, of Transnet and the Supplier/Service Provider hereunder shall be reduced accordingly; (ii) terminate this Agreement without any penalty, liability or further obligation; or (iii) continue purchases under this Agreement. 17.6 If during the period of this Agreement the Supplier/Service Provider sells any materials which are the same as, equivalent to, or substantially similar to the Goods/Services herein, at a total delivered cost to a third party lower than the total delivered cost to a Transnet facility, then the Supplier/Service Provider has an opportunity to adjust its Price for the Goods/Services purchased hereunder within 30 [thirty] calendar days so that the Price is the same or lower than the total delivered cost of such third party. If the Supplier/Service Provider fails to do so or cannot legally do so, Transnet may (i) purchase the Goods/Services from any other such supplier, in which case the obligations, including, but not limited to, any purchase and sale requirements and/or commitments, if any, of Transnet and the Supplier/Service Provider hereunder shall be reduced accordingly; or

  • Pricing Adjustments a. In the event an adjustment is made to the computation of the net asset value of Fund shares as reported to Insurance Company under paragraph 7, (1) the correction will be handled in a manner consistent with SEC guidelines and the Investment Company Act of 1940, as amended and (2) the Funds or Transfer Agent shall notify Insurance Company as soon as practicable after discovering the need for any such adjustment. Notification may be made in the following manner:

  • Closing Adjustment At least three (3) Business Days prior to the Closing Date, Seller shall prepare in good faith and deliver to Buyer a statement (the “Estimated Statement”) setting forth an unaudited consolidated balance sheet of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) Cash (the “Estimated Cash”), and (iii) Seller’s calculation of the amount payable under Section 2.2(a) on the basis of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and in accordance with GAAP, consistently applied, and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000.

  • Royalty Adjustments The following adjustments shall be made, on a Licensed Product-by-Licensed Product and country-by-country basis, to the royalties payable pursuant to this Section 5.5:

  • CLOSING COSTS AND ADJUSTMENTS All adjustments are made as of settlement date.

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