Income Adjustment Sample Clauses

Income Adjustment. The “Purchase Price Income Adjustment” shall mean the amount calculated by subtracting the aggregate positive Unleveraged Cash Flow (or adding the aggregate Unleveraged Cash Flow, if negative) from and including January 1, 2007 to the close of business on the Sunday immediately preceding the Closing Date from the aggregate Income Accretion Amount from and including January 1, 2007 to the Sunday immediately preceding the Closing Date. No later than the fourth Business Day prior to the close of business on the day preceding the Closing Date, the Sellers shall prepare and deliver to the Buyer an officer’s certificate, certifying as to the estimated Purchase Price Income Adjustment as of the Sunday immediately prior to the Closing Date (the “Estimated Income Adjustment Amount”), which certificate shall be accompanied by a statement of the EBITDA, Capital Expenditures, Unleveraged Cash Flow and Income Accretion Amount of the Companies from and including January 1, 2007 through the Sunday immediately prior to the Closing Date, to be prepared from the books and records of the Companies in accordance with GAAP, where applicable, and in a manner consistent with the preparation of the Financial Statements; provided, that for purposes of the Estimated Income Adjustment Amount, the Unleveraged Cash Flow for the week ending on the Sunday immediately prior to the Closing Date shall be the projected Unleveraged Cash Flow for such period as set forth on Exhibit 2.3(a) attached hereto. A representative calculation of the Estimated Income Adjustment Amount is attached hereto as Exhibit 2.3(a). The Purchase Price payable at the Closing shall be increased or decreased, on a dollar for dollar basis, by the Estimated Income Adjustment Amount.
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Income Adjustment. (a) Where the restructuring process results in an employee's TRP or allowances being reduced due to: (i) a change from full time to part time employment, (ii) a reduction in part time working hours, or (iii) the employee no longer receiving or receiving reduced shift allowances, regular overtime, premium payments and weekend penalty payments,
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Income Adjustment. Seller projects that the Business will produce ----------------- Adjusted Income (defined below) in calendar years 1998 and 1999 of $1,856,000 in the aggregate, exclusive of any new earnings produced by Purchaser that are not from Paccar, Inc. (the "Projected Income"). To the extent that the actual Adjusted Income produced by the Business in calendar years 1998 and 1999 in the aggregate, exclusive of any new earnings produced by Purchaser that are not earnings from Paccar, Inc. that constituted a part of the Business prior to the Effective Date (other than earnings from Paccar, Inc.'s Kenworth Division relating to products manufactured by processes currently used in production by Seller, which shall constitute earnings produced by Seller) (the "Actual Income"), is less than the Projected Income, the Initial Purchase Price shall be reduced by an amount (the "Income Adjustment") equal to the lesser of (i) $305,000 or (ii) the amount by which the Projected Income exceeds the Actual Income. For purposes of this Agreement, "Adjusted Income" means the Business's earnings before interest, taxes, depreciation and amortization, excluding (i) any principal or interest payments to the Former Shareholder pursuant to the consulting agreement described in Section 2.1(v), (ii) the Stock Liability (defined in Section 2.2), (iii) income from any sale of the assets of the Business other than in the ordinary course of business, and (iv) any increase in overhead or direct costs mandated by Purchaser. The Income Adjustment, if any, is to be made pursuant to the Note (as defined in Section 3.6(b)) and if there is any inconsistency between the terms of this Section 3.2 and the terms of the Note, the terms of the Note shall prevail. Notwithstanding the foregoing, in the event that Purchaser should sell or transfer a substantial portion of the Assets or Business during calendar years 1998 or 1999 without the prior written consent of Seller (which consent will not be unreasonably withheld provided that such sale or transfer does not adversely affect the projected earnings of the Business), the terms of this Section 3.2 and the Income Adjustment shall lapse.
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Income Adjustment. If the income before taxes for the ----------------- Business ("Net Income") for the 1997 calendar year as reflected on the Post Closing Audit is materially less than the Net Income set forth in the 1997 Financial Statements provided pursuant to Section 4.5, the Seller and the Shareholders shall return to the Buyer a pro-rata number of the Initial Shares based upon the ratio of the Net Income reflected on the Post Closing Audit that differs by more than 15% from the Net Income reflected on the 1997 Financial Statements delivered pursuant to Section 4.5 below. For purposes of making the adjustment required by this paragraph, Net Income shall be calculated consistent with the method used in determining the Cash Price Adjustment provided for in Section 1.2 without giving effect to any of the adjustments causing a Cash Price Adjustment, it being acknowledged and agreed that the parties intend that any effects the calculation of the Cash Price Adjustment may have upon the Net Income shall be disregarded and not be double counted against the Seller.
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Income Adjustment. The Purchase Price shall be increased or decreased as the case may be, by the amount that the consolidated income from operations of L&L for the twelve-month period ending March 31, 1998, is greater than or less than the sum of One Hundred Ten Thousand and Nine Hundred dollars ($110,900). Furthermore, Seller warrants that L&L consolidated net tangible assets at October 31, 1997 were Five Hundred Forty-Five Thousand Seven Hundred dollars ($545,700). Since October 31, 1997 and until the Effective Date, there shall have been no reduction in L&L consolidated net tangible assets other than resulting from net income or loss from operations in the normal course of business and the reduction, if any, has been included in the income adjustment described above. The Purchase Price shall be reduced by the amount of reduction, if any, to L&L consolidated net tangible assets as of the Effective Date that is not reflected in the above income adjustment.
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Related to Income Adjustment

  • CPI Adjustment If the CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.

  • 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:

  • 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 4. 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.

  • Market Adjustment The parties to this Agreement recognize the appropriateness of market pay adjustments in rare instances for compelling reasons. To effectuate judgments in such cases, the President and AAUP Chapter President, in consultation, shall each name three (3) individuals to a university Market Evaluation Committee. Deans may submit recommendations for market pay adjustments with supporting written reasons to the committee. Said Committee shall consult with the President concerning proposed market pay adjustments reporting its advice not later than May 15 in each year. Upon the favorable recommendation of the President and the Chancellor, market pay adjustments may be approved effective at the beginning of that pay period including September 1 of the following year. Not more than one (1) market pay adjustment per one hundred (100) full-time members, or fraction thereof, may be recommended in any contract year. A member’s salary may not be increased beyond the maximum for the rank. Funding for this program shall be governed by Article 12.10.2.

  • 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.