Estimates and Adjustments Sample Clauses

Estimates and Adjustments. At least ten (10) business days prior to Closing, Sellers shall deliver to Purchaser a reasonable estimate of Net Working Capital as of the end of the most recently ended calendar month prior to the Closing Date for which financial statements are available (the “Estimated Working Capital”) and containing reasonable detail and supporting documents showing the derivation of such estimate. The value of Inventory for purposes of determining the Estimated Working Capital will be determined as set forth in Section 4.2(c) below. Subject to the mutual agreement of Sellers and Purchaser, the Estimated Net Working Capital together with the principles, specifications and methodologies for determining the Estimated Net Working Capital, shall be specified in Schedule 4.3 and, together with the amounts determined under Section 4.2(c) with respect to Inventory, shall be used for purposes of calculating the Purchase Price as of the Closing. Within sixty (60) days after the Closing, Purchaser shall deliver to Sellers its determination of the Net Working Capital as of the Closing (the “Final Net Working Capital”) following the same principles, specifications and methodologies used to determine the Estimated Net Working Capital as set forth on Schedule 4.2). Each Party shall have full access to the financial books and records pertaining to the Purchased Assets to confirm or audit Net Working Capital computations. Should Sellers disagree with Purchaser’s determination of the Final Net Working Capital, they shall notify Purchaser within thirty (30) days after Purchaser’s delivery of its determination of the Final Net Working Capital. If Sellers and Purchaser fail to agree within thirty (30) days after Sellers’ delivery of notice of disagreement on the amount of the Final Net Working Capital, such disagreement shall be resolved in accordance with the procedure set forth in Section 4.2(d) which shall be the sole and exclusive remedy for resolving accounting disputes relative to the determination of the Final Net Working Capital. At Closing, the Purchase Price shall be increased by the amount of the Estimated Net Working Capital if it is positive or decreased by the amount of the Estimated Net Working Capital if it is negative. Within five (5) business days after determination of the Final Net Working Capital, Purchaser shall pay Sellers the difference between the Final Net Working Capital and the Estimated Net Working Capital if the Final Net Working Capital is greater than the ...
Sample 1Sample 2Sample 3See All (14)
AutoNDA by SimpleDocs
Estimates and Adjustments. If an item in the Billing Statement is mutually agreed by the County Representative and the Authority Representative to be in error, the Billing Statement may be corrected prior to the payment due date for such Billing Statement. If an item is mutually agreed by the County Representative and the Authority Representative to be in error after such time, an adjustment will be made on the Billing Statement for the Billing Period immediately after the item is accurately determined.
Sample 1
Estimates and Adjustments. Where any information required for preparation of the Monthly Statement is unavailable to the Marketing Agent at the time the Monthly Statement is required to be delivered under Section 4.2, the Marketing Agent shall prepare the Monthly Statement using commercially reasonable estimates based on the best information then available, and shall thereafter, upon the information becoming available, make any necessary adjustments in the next following Monthly Statement.
Sample 1
Estimates and Adjustments. 8.3.1 If any information relating to the Electrical Output which is required to prepare a Monthly Statement is not available to the Party preparing the Monthly Statement at the time that Monthly Statement is prepared, then a Party may prepare that Monthly Statement based on its reasonable estimate of that information.
Sample 1
Estimates and Adjustments. In the event, on the Closing Date, the precise figures necessary for any of the foregoing adjustments are not capable of determination, then, at Purchaser’s option (i) an escrow shall be maintaining for one hundred twenty five (125%) percent of the most recent xxxx for the outstanding matter, or (ii) an adjustment shall be made on the basis of good faith estimates of Purchaser using currently available information, with final adjustments made the earlier of (y) six (6) months after the Closing Date or (z) upon receipt of precise figures determining such matter. All post-closing adjustments shall be made in immediately available funds.
Sample 1
Estimates and Adjustments. At least ten (10) days prior to Closing, Seller shall deliver to Buyer an estimate of Net Working Capital as of the end of the most recently ended calendar month prior to the Closing Date for which financial statements are available and containing reasonable detail showing the derivation of such estimate. Following mutual agreement, the estimated Net Working Capital shall be used for purposes of calculating the Purchase Price as of the Closing. Within ninety (90) days after the Closing, Seller shall deliver to Buyer its final determination of Net Working Capital, together with reasonable detail regarding the calculation thereof. Should Buyer disagree with Seller's determination of Net Working Capital, it shall notify Seller within sixty (60) days after Seller's delivery of its final determination of Net Working Capital. If Seller and Buyer fail to agree within thirty (30) days after Buyer's delivery of notice of disagreement on the amount of Net Working Capital, such disagreement shall be resolved in accordance with the procedure set forth in Section 1.6(c). The Purchase Price shall be increased or decreased based on actual Net Working Capital as of the Closing Date, and within five (5) business days after determination thereof, any increase shall be paid in cash by Buyer to Seller, and any decrease shall be paid in cash to Buyer by Seller.
Sample 1
Estimates and Adjustments. At least three (3) business days prior to Closing, Sellers shall deliver to Buyer a reasonable estimate of the Employee Accrual containing reasonable detail and supporting documents showing the derivation of such estimate. The inventory shall be determined in accordance with Section 1.7 below. Within thirty (30) days after the Closing, Sellers shall deliver to Buyer their determination of the actual Net Working Capital as of the Effective Time (using the method set forth in Section 1.7 to determine the value of the inventory). Each party shall have full access to the financial books and records pertaining to the Hospital to confirm or audit Net Working Capital computations. Should Buyer disagree with Sellers’ determination of actual Net Working Capital as of the Effective Time, Buyer shall notify Sellers within thirty (30) days after Sellers’ delivery of Sellers’ determination of Net Working Capital. If Sellers and Buyer fail to agree within thirty (30) days after Buyer’s delivery of notice of disagreement on the amount of Net Working Capital, such disagreement shall be resolved in accordance with the procedure set forth in Section 1.6(c), which shall be the sole and exclusive remedy for resolving accounting disputes relative to the determination of Net Working Capital. The Purchase Price shall be increased or decreased based on actual Net Working Capital as of the Effective Time, and within five (5) business days after determination thereof any increase shall be paid in cash by Buyer to Sellers, and any decrease shall be paid in cash to Buyer by Sellers.
Sample 1
AutoNDA by SimpleDocs
Estimates and Adjustments 
Sample 1Sample 2Sample 3See All (6)

Related to Estimates and Adjustments

  • Prorations and Adjustments The following shall be prorated and adjusted between Seller and Buyer as of the Closing Date, except as otherwise specified:

  • Closing Prorations and Adjustments The prorations set forth in this Section 6.5 shall be on a Property-by-Property basis and not among, or between, Properties, and shall not be allocated on an Applicable Share basis.

  • 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.

  • Distributions and Adjustments (a) If any Shares vest subsequent to any change in the number or character of the Common Stock of the Company without additional consideration paid to the Company (through any stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or otherwise), you shall then receive upon such vesting the number and type of securities or other consideration which you would have received if such Shares had vested prior to the event changing the number or character of the outstanding Common Stock.

  • Final Adjustment As soon as practicable, the Company will prepare and deliver to Centerprise a final calculation of Net Working Capital revised to reflect all collections of AR up to the date 180 days from the Closing Date. Centerprise will review such calculation and any records, work papers and other documents related thereto. Within 10 days of receipt of such calculation, Centerprise will deliver to the Member Representative a written report indicating the amount and nature of any adjustment to the Basic Purchase Consideration determined in accordance with Section 2.2.1 (the "Final Adjustment").

  • 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:

  • 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.

  • Statement of Estimated Direct Expenses In addition, Landlord shall give Tenant a yearly expense estimate statement (the “Estimate Statement”) which shall set forth Landlord’s reasonable estimate (the “Estimate”) of what the total amount of Direct Expenses for the then-current Expense Year shall be and the estimated Tenant’s Share of Direct Expenses (the “Estimated Direct Expenses”). The failure of Landlord to timely furnish the Estimate Statement for any Expense Year shall not preclude Landlord from enforcing its rights to collect any Estimated Direct Expenses under this Article 4, nor shall Landlord be prohibited from revising any Estimate Statement or Estimated Direct Expenses theretofore delivered to the extent necessary. Thereafter, Tenant shall pay, with its next installment of Base Rent due that is at least thirty (30) days thereafter, a fraction of the Estimated Direct Expenses for the then-current Expense Year (reduced by any amounts paid pursuant to the last sentence of this Section 4.4.2). Such fraction shall have as its numerator the number of months which have elapsed in such current Expense Year, including the month of such payment, and twelve (12) as its denominator. Until a new Estimate Statement is furnished (which Landlord shall have the right to deliver to Tenant at any time), Tenant shall pay monthly, with the monthly Base Rent installments, an amount equal to one-twelfth (1/12) of the total Estimated Direct Expenses set forth in the previous Estimate Statement delivered by Landlord to Tenant.

  • Capital Adjustments (a) The existence of the Option shall not affect in any way the right or power of the Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Corporation's capital structure or the Corporation’s business, or any merger or consolidation of the Corporation or any issue of bonds, debentures, preferred stock having a preference to or affecting the Corporation’s capital stock or the rights thereof, or the issuance of any securities convertible into any such capital stock or of any rights, options, or warrants to purchase any such capital stock, or the dissolution or liquidation of the Corporation, any sale or transfer of all or any part of the Corporation’s assets or business, or any other act or proceeding of the Corporation, whether of a similar character or otherwise.

Time is Money Join Law Insider Premium to draft better contracts faster.