Estimated Adjustments Sample Clauses

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.
Sample 1
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Estimated Adjustments. Prior to the Closing, the Sellers’ Representative prepared and submitted to the Buyer Parties the following materials:
Sample 1
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. 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. 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
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
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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 
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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.

  • Tax Adjustment Tenant shall pay as additional rent for each Calendar Year that amount (the "Tax Adjustment Amount") which is Tenant's Proportionate Share of the amount by which the Taxes incurred with respect to such Calendar Year exceed the Tax Base Amount. The Tax Adjustment Amount with respect to each Calendar Year shall be paid in monthly installments, in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. Following the close of each Calendar Year, Landlord shall cause the amount of the Tax Adjustment Amount for such Calendar Year to be computed based on Taxes for such Calendar Year and Landlord shall deliver to Tenant a statement of such amount and Tenant shall pay any deficiency as shown by such statement to Landlord within 30 days after receipt of such statement. If the total of the estimated monthly installments paid by Tenant during any Calendar Year exceeds the actual Tax Adjustment Amount due from Tenant for such Calendar Year, then, 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. The amount of any refund of Taxes received by Landlord shall be credited against Taxes for the year in which such refund is received. In determining the amount of Taxes for any year, the amount of special assessments to be included shall be limited to the amount of the installment (plus any interest payable thereon) of such special assessment required to be paid during such year as if the Landlord had elected to have such special assessment paid over the maximum period of time permitted by law; if the authority to whom such assessment is to be paid shall not permit such assessment to be paid in installments, the amount of such assessment shall be treated as being amortized over such number of calendar years, beginning with the Calendar Year in which the assessment is payable, as Landlord shall reasonably determine, with interest at the rate of 15% per annum on the unamortized amount, and such amortization and interest for each Calendar Year shall be included in Taxes for that Calendar Year.

  • 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 To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

  • Downward Adjustments The Purchase Price shall be adjusted downward by the following:

  • 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.

  • 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: Method of Communication

  • Closing Adjustment Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

  • Royalty Adjustments The following adjustments will be made, on a Product-by-Product and country-by-country basis, to the royalties payable pursuant to Section 3.5.1:

  • Upward Adjustments The Purchase Price shall be adjusted upward by the following:

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