Initial Adjustment. October 1, 2005
a) The ‘base kilometer rate’ shall be adjusted effective October 1, 2005 based on the difference in the ‘fuel price’ on October 1, 2005 and the ‘base fuel rate’ multiplied by 1/10.
b) Kilometer rates shall be rounded to four decimal places after the dollar ($0.0000).
Initial Adjustment. October 1, 2005
Initial Adjustment. If an adjustment to the Management Fee is required during any Year of the Term, the Management Fee for the rest of such Year and each succeeding Year shall be equal to the greater of (a) (i) the Operations Fee for such Year, plus (ii) the sum of the Operations Fee, marketing expenses and Professional Expenses for such Year multiplied by the Applicable Percentage, as defined below, for such Year, or (b) (i) the Operations Fee for such Year, plus (ii) Twenty Percent (20%) of the Operations Fee for the applicable Year. For purposes of this calculation, the Practice Operating Expenses shall not be reduced by any objectively determinable cost savings implemented by Manager (e.g., group malpractice insurance savings). If, as of the date of the adjustment, less than twelve (12) full months of the Term have transpired, then the Management Fee provided for above shall be prorated to determine the new fees for the remainder of such Year. “Applicable Pe rcentage” shall mean the average of the Management Fee for the three (3) years (or such shorter period if 3 years has not transpired) immediately preceding the applicable Year, divided by the average for the three (3) years (or such shorter period if 3 years has not transpired) immediately preceding the applicable Year, of the sum of the Operations Fee, marketing expenses, and Professional Expenses. If either clause (a) or (b) above is or becomes invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining clause shall not be affected thereby.
Initial Adjustment. (a) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the Parent a certificate of the Manager of the Company (or an authorized officer whose responsibilities relate to the preparation of financial statements of the Company) (the “Initial Closing Certificate”) setting forth (i) an estimated balance sheet of the Company as of the Closing Calculation Date, prepared in accordance with GAAP applied on a basis consistent with past practice and the principles used in the preparation of the Latest Balance Sheet, (ii) an estimated calculation of Net Working Capital prepared in accordance with the definition of Net Working Capital (the “Estimated Working Capital”), (iii) the estimated amount of Closing Cash (the “Estimated Closing Cash”) and (iv) the estimated amount of Closing Indebtedness. In the event that Parent disagrees with any amounts set forth in the Initial Closing Certificate, the parties shall work together in good faith to resolve any such disputes, and any changes to the amounts set forth in the Initial Closing Certificate agreed upon in writing by the Company and the Parent shall be substituted for the amounts set forth in the Initial Closing Certificate. If such dispute is not resolved prior to Closing, then the amounts set forth in the Initial Closing Certificate shall be binding for purposes of the Closing.
(b) If the Estimated Working Capital is:
(i) greater than the Target Working Capital, then an amount equal to (x) the Estimated Working Capital minus (y) the Target Working Capital will be added to the Base Consideration; and
(ii) less than the Target Working Capital, then an amount equal to (x) the Target Working Capital minus (y) the Estimated Working Capital will be subtracted from the Base Consideration.
Initial Adjustment. On or before December 15, Cliffs shall calculate and communicate to AK Steel in writing the Adjusted Price effective January 1 of the succeeding year ("Initial Adjustment"). The Initial Adjustment shall be calculated utilizing (1) the *** (“***”) for September, October and November as compared to the *** for the immediately preceding *** Year; and (2) the PPIs for the succeeding year as compared to the PPIs for the current year.
Initial Adjustment. Commencing on each such adjustment date described in Section 3.1.2, the Basic Rent shall be automatically increased, such increase to equal the product of three percent (3.0%) multiplied by the number of Lease Years which have elapsed from the Commencement Date through the subject adjustment date, as an estimate of the actual change in effect as set forth inSection3.l.2 above ("Estimated Change"). The Estimated Change shall be applied to the amount of the Basic Rent. As soon as practicable following the subject adjustment date, the actual change in the Consumer Price Index as calculated in Section 3.1.2 shall be determined and reconciled with the Estimated Change. In the event the Estimated Change has resulted in Lessee paying excessive Basic Rent, then such excess shall be paid by Lessor to Lessee or credited to future Basic Rent, at the option of Landlord.
Initial Adjustment. The Maximum Service Rates shall be adjusted for 900 each Agreement Year effective March 1st of each applicable year as set forth in Exhibit 1.
Initial Adjustment. No earlier than five (5) and no later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Purchaser (i) a good faith estimate of the balance sheet of the Company as of 11.59 p.m. on the Closing Date (the "ESTIMATED CLOSING DATE BALANCE SHEET"), prepared in accordance with GAAP (except for the absence of notes and normal year-end adjustments) in a manner consistent with the Company's past accounting practices and conventions, and (ii) a statement setting forth a detailed calculation of the Working Capital prepared on the basis of the Estimated Closing Date Balance Sheet (together, the "ESTIMATED CLOSING WORKING CAPITAL STATEMENT"). If the Working Capital shown on the Estimated Closing Working Capital Statement is less than negative Two Million Three Hundred Thousand Dollars (-$2,300,000) (the "TARGET WORKING CAPITAL"), then the Closing Consideration shall be reduced by the amount of such deficiency (the "ESTIMATED WORKING CAPITAL DEFICIENCY"), and if the Working Capital shown on the Estimated Closing Working Capital Statement is greater than the Target Working Capital, then the Closing Consideration shall be increased by the amount of such excess (the "ESTIMATED WORKING CAPITAL SURPLUS").
Initial Adjustment. Any bargaining unit member who was employed as of September 15, 1999 at a base hourly rate of less than Nine Dollars ($9.00) shall receive a raise to Nine Dollars ($9.00) base hourly rate, effective September 15, 1999.
Initial Adjustment. Upon written request by Owner or Contractor, an initial adjustment may be performed to determine the anticipated actual cost of the insurance premiums for the Project Insurances (the “Anticipated Actual Insurance Cost”), which Anticipated Actual Insurance Cost shall be reasonably documented by Contractor. Owner and Contractor shall execute a Change Order in accordance with Article 6 of the Agreement to amend the Insurance Provisional Sum amount in the Agreement to the Anticipated Actual Insurance Cost. The final Insurance Provisional Sum adjustment shall be provided per Section 2.1(B) below.
