Funding Adjustment Sample Clauses

Funding Adjustment. The Company shall have made arrangements satisfactory to the Administrative Agent such that, after giving effect to the initial Loans hereunder, (i) the outstanding Loans hereunder shall be made by the Banks pro rata in accordance with their respective Commitment Percentages, and (ii) the Loans (as defined in the Existing Credit Agreement) and all other amounts owing under the Existing Credit Agreement to any Bank (as defined in the Existing Credit Agreement) which is not a Bank hereunder shall have been repaid in full.
Sample 1
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Funding Adjustment. The Base Purchase Price shall be adjusted for (a) ------------------ any net cash payments made by Seller to or on behalf of Company and its Subsidiaries in the ordinary course of business consistent with past practices from the Effective Date to the Closing Date not already included in the Base Purchase Price and a true-up of the approximately (U.S.) $5,000,000 U.K. loan repayment and (b) simple interest on Seller's cash advances to Company and its Subsidiaries between the Effective Date and the Closing Date at the rate of six percent per annum (the "Funding Adjustment"). Seller shall deliver its calculation of the Funding Adjustment to Parent within three business days of the Closing Date. Parent shall have three business days to review Seller's calculation of the Funding Adjustment and shall notify Seller in writing ("Parent's Objection") of any disagreement, setting forth a specific description of the basis of Parent's Objection. If Parent and Seller are unable to resolve all of their disagreements with respect to the determination within ten days following the completion of the Seller's review of Buyer's Objection, they shall refer their remaining differences to KPMG Peat Marwick (the "CPA Firm") who shall, acting as experts and not as arbitrators, determine with respect to the remaining differences so submitted, any adjustment to the Funding Adjustment. The parties shall instruct the CPA Firm to deliver its written determination to Buyer and Parent no later than the twentieth day after the remaining differences underlying Buyer's Objection are referred to the CPA Firm. The CPA Firm's determination shall be conclusive and binding upon Buyer and Parent. The fees and disbursements of the CPA Firm shall be shared equally by Buyer and Parent.
Sample 1
Funding Adjustment. After each year of the Alliance Term during which the amounts paid by Company to Xxxxxxx under the Post Hoc Underlying Agreements exceed the amount of the Target Funding Amount (as may be adjusted from time to time in accordance with this Section 5.3) for such expired year, the Target Funding Amount for each of the following years of the Alliance Term (yet not for the then current year) shall be reduced to the amount determined by dividing (a) the remainder of (i) the Total Alliance Funding Amount minus (ii) the total of all amounts paid by Company to Xxxxxxx under the Post Hoc Underlying Agreements up until the date of such calculation by (b) the total number of years remaining in the Alliance Term. For clarity, an adjustment of the first Target Funding Amount indicated in the table in Section 5.1(b) will not occur, because the earliest possible adjustment of a Target Funding Amount could apply only for the second Target Funding Amount indicated in the table in Section 5.1(b). The Parties agree and acknowledge that such adjustment may not be applicable after a given year of the Alliance Term (or even not at all), if the amounts paid by Company to Xxxxxxx under the Post Hoc Underlying Agreements do not exceed the (then applicable, possibly adjusted) amount of the Target Funding Amount for such year. If the amounts paid by Company to Xxxxxxx under the Post Hoc Underlying Agreements in a given year are equal to or less than the (then applicable, possibly adjusted) amount of the Target Funding Amount for such year, the relevant Target Funding Amount shall continue to apply for the current and each of the following years of the Alliance Term. In no event shall Xxxxxxx be obliged to refund or credit to Company any amounts paid by Company to Xxxxxxx under the Post Hoc Underlying Agreements which exceed the Target Funding Amount for such year during the final year of the Alliance Term.
Sample 1
Funding Adjustment. (a) The Company acknowledges that it has declared a dividend payable to Xxxxxx, which dividend shall be paid in part, following the Offerings. Xxxxxx agrees that it will pay to the Company, following the Offerings, such amount as may be required so that upon the closing of the proposed underwritten initial public offering and sale to the public of approximately 14,750,000 Common Shares (the "Offerings") and the transactions effected by Xxxxxx and its Affiliates and Associates in connection therewith, (x) the amount of the adjusted net worth of the Company determined in accordance with Section 4.9(b) hereof (the "Adjusted Net Worth") is equal to $50 million and (y) the Company's ratio of Net Debt-to-Equity Percentage is no greater than 195%. In the event that Xxxxxx shall be obligated to make payments pursuant to the prior sentence, Xxxxxx shall promptly, but in no event later than five business days after the date of the final determination thereof under Section 4.9(c) hereof, pay to the Company by wire transfer an amount equal to the sum of (i) the amount necessary to fund such shortfall plus (ii) interest thereon from the date of the closing of the Offerings at the average interest rate then charged to the Company under its bank indebtedness. The Net Debt-to-Equity Percentage shall be
Sample 1
Funding Adjustment. Total funding shall be recalculated during the school year to reflect actual weighted FTE (“WFTE”) students reported by the School during the FTE student survey periods. Additionally, funding for the School shall be adjusted during the year as follows:
Sample 1

Related to Funding Adjustment

  • 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.

  • 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

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

  • 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.

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • 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:

  • Adjustment Amount (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five (45) days after the Closing Date and January 31, 2019, Acquiror shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of the Closing Date Indebtedness, (iii) a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors).

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Cost of Living Adjustment For each year following the Initial Term, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent as previously provided in the Initial Term, the total fee for all services shall equal the fee that would be charged for the same services based on a fee rate (as reflected in a fee rate schedule) increased by the percentage increase for the twelve-month period of such previous calendar year of the CPI-W (defined below) or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. As used herein, “CPI-W” shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers (Area: Boston-Brockton-Nashua, MA-NH-ME-CT; Base Period: 1982-84=100), as published by the United States Department of Labor, Bureau of Labor Statistics.

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