Interim Adjustment. As soon as practicable, the Company will prepare and deliver to Centerprise a revised calculation of Net Working Capital reflecting all collections of AR up to the date 90 days from the Closing Date. 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 "Interim Adjustment").
Interim Adjustment. Section 2.2.3 (x) IPO...................................................... Introduction Knowledge................................................ Section 15.4 Latest Balance Sheet..................................... Section 4.6 Laws..................................................... Section 4.11 Leased Property.......................................... Section 4.14.1 Licenses................................................. Section 4.12 Liens.................................................... Section 4.3.2 Liquidated Damages Amount................................ Section 7.3 Losses................................................... Section 9.1
Interim Adjustment. Section 2.2.3 IPO.............................................................
Interim Adjustment. If at any time during the Lease Term, Landlord determines that the Projected Operating Costs attributable to the Leased Premises during any calendar year are anticipated to be in excess of the last Projected Operating Costs submitted to Tenant, Landlord may provide Tenant with a revised summary of Projected Operating Costs for such calendar year and advise Tenant of the sum by which Projected Operating Costs exceed the last Projected Operating Costs submitted to Tenant. In such event, Tenant shall pay to Landlord monthly during such calendar year as Additional Rent, a sum equal to one-twelfth (1/12) of the sum by which the Projected Operating Costs, as reflected in the revised summary, exceed the last Projected Operating Costs submitted to Tenant. Tenant shall also pay to Landlord as Additional Rent, one-twelfth (1/12) of such sum for each month or fractional month of the calendar year which has elapsed as of the date of such notice.
Interim Adjustment. To the extent applicable, the Purchase Price shall be decreased, dollar for dollar, by the amount, if any, by which the Estimated Retained Working Capital Calculation determined in accordance with Section 3.2.1(a)(ii) produces an amount greater than the Estimated Retained Working Capital Calculation determined in accordance with Section 3.2.1(a)(i). The Purchase Price shall be increased, dollar for dollar, by the amount, if any, by which the Estimated Retained Working Capital Calculation determined in accordance with Section 3.2.1(a)(ii) produces an amount less than the Estimated Retained Working Capital Calculation determined in accordance with Section 3.2.1(a)(i). To the extent that the Purchase Price calculated pursuant to this Section 3.3.1(a)(ii) is less than the Purchase Price paid pursuant to Section 3.1, Seller shall owe Purchaser an amount equal to such deficiency. To the extent the Purchase Price calculated pursuant to this Section 3.3.1(a)(ii) is greater than the Purchase Price paid pursuant to Section 3.1, Purchaser shall owe Seller an amount equal to such excess. Any adjustment based on this Section 3.3.1(a)(ii) to the Purchase Price paid at Closing shall be made by automatically amending the Note in accordance with its terms to increase or decrease the principal amount thereof, as applicable.
Interim Adjustment. Upon completion of the Financial Statements after Closing, if the Financial Statements provide for EBIT that differs by more than $50,000 from EBIT in the Unaudited Financial Statements, the Preliminary Purchase Price shall be adjusted to an amount equal to five times (5x) EBIT based upon the Financial Statements.
Interim Adjustment. We may review your performance under this agreement at any time during its term. If we decide that it is unlikely that you will fulfill your volume and frequency commitment, we may implement the paragraph above entitled Short-Rate for all mailings completed at time of review, and adjust your rate for your remaining mailings.
Interim Adjustment. Not less than five (5) business days prior to the Closing Date, the Company shall deliver to the Purchaser a balance sheet for the Company as of June 30, 1998 (the "PRE-CLOSING BALANCE SHEET"), together with a calculation of the estimated Company Adjustment Amount determined based upon the Pre-Closing Balance Sheet. The Pre-Closing Balance Sheet shall be an unaudited balance sheet prepared by the Company, consistent with the Accounting Principles. The sum of the estimated Company Adjustment Amount and the Interim Elections Amount is the "ESTIMATED ADJUSTMENT AMOUNT".
Interim Adjustment. During the first three Years of this Agreement, Owner and Gatherer shall independently review, on a quarterly basis, the actual quantity of Gas measured by Gatherer at the Measurement Points to determine whether Owner is on schedule to meet the Annual Volume Commitment for the applicable Year. Should Owner’s or Gatherer’s estimates indicate that the actual quantity of Gas to be delivered may be less than that Year’s Annual Volume Commitment, either Owner or Gatherer has the right to request consultation and negotiation with the other Party to arrive at a mutually agreeable method to offset the estimated shortfall, which may include, without limit, payment of the estimated shortfall multiplied by the Gathering Fee or increasing the Gathering Fee for the remainder of the Year to offset the estimated shortfall. If the Parties agree to payment of the estimated shortfall or elect to increase the monthly Gathering Fee, the Parties shall closely monitor, on a monthly basis, the actual deliveries of Gas for the remainder of the Year and adjust the Gathering Fee as necessary to come as close as possible to that Year’s total Gathering Fee due. Notwithstanding an adjustment of the Gathering Fee pursuant to this Section 4.2.2, deliveries of Owner’s Gas in excess of the Annual Volume Commitment shall be invoiced as described in Section 4.2.4.
Interim Adjustment. 5.1 If on December 31, 2007 (the “Balance Due Date”), the Corporation determines that the amount by which its taxes payable to the Receiver General of Canada and all applicable provincial taxing authorities for the Pre-Closing Year were reduced on a current cash basis as a result of the deduction of the Price Reduction Expenses pursuant to Section 4 hereof (the “Interim Tax Saving”) is less than [A-B], where A = the Price Reduction Expenses; and B = the Estimated After-Tax Price Reduction Expenses, as adjusted pursuant to Section 3.2; (with [A – B] being referred to as the “Estimated Tax Saving”) then, the Corporation shall provide the Seller with a certificate (the “Tax Payable Certificate”) executed by the Chief Executive Officer of the Corporation within 15 days after the Balance Due Date certifying the amount by which the Estimated Tax Saving exceeds the Interim Tax Saving (the “Taxes Payable Differential”). The Tax Payable Certificate shall include calculations showing in reasonable detail the Taxes Payable Differential. The Purchaser and the Corporation agree to make available to the Seller the appropriate persons to discuss and answer reasonable enquiries by the Seller concerning the Tax Payable Certificate and the Taxes Payable Differential. For greater certainty, the determination of the Interim Tax Saving shall take into account the Corporation’s ability to apply any excess taxes paid for the Pre-Closing Year to other currently outstanding tax balances of the Corporation and, to currently outstanding tax balances of related corporations, in each case, to the extent permitted by applicable law or the applicable taxing authority.
