Long Term Liabilities Adjustment Sample Clauses

Long Term Liabilities Adjustment. In the event the liabilities of the Company as of the Closing Date for the payoff amounts under the leases set forth on Schedule 2.B(1) and under the promissory notes identified on Schedule 2.B(1) (collectively the "Long Term Liabilities") are not equal to $513,000, then the cash portion of the Merger Consideration shall be modified by an amount equal to $513,000 minus the amount of the Long Term Liabilities.
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Long Term Liabilities Adjustment. . . . 15 1.1.64 Long-Term Liabilities Baseline . . . . . . 15 1.1.65 Multiemployer Plan . . . . . . . . . . . . 16 1.1.66 Net Working Capital. . . . . . . . . . . . 16 1.1.67 Newco. . . . . . . . . . . . . . . . . . . 16 1.1.68
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Long Term Liabilities Adjustment. If either of the Owners timely disputes the Interested Persons determination of either the Tastemaker B.V. Working Capital Adjustment or the Tastemaker B.V. Long-Term Liabilities Adjustment, the parties shall negotiate in good faith in an attempt to agree upon a resolution of such dispute for a period of thirty (30) days from the end of such thirty (30) day review period. If notwithstanding the good faith efforts of the parties, the parties are unable to reach agreement upon the Tastemaker B.V. Working Capital Adjustment and the Tastemaker B.V. Long-Term Liabilities Adjustment, such dispute shall be resolved in accordance with Article 9 of this Agreement.
Sample 1
Long Term Liabilities Adjustment. Amount 1.5(a)(iii) Open Source 3.18(m) Outside Date 9.1(b) Payoff Amount 1.2(c) Periodic Report 6.8 Pre-Closing Portion 6.7(d) Proposed Acquisition Transaction 6.3 Released Persons 6.14 Restricted Persons 6.1(a) SEC 6.8 Seller(s) Preamble Seller Party(ies) Preamble Seller Representative Preamble Shares Recitals Straddle Period Tax Return 6.7(c) Tax Contest 6.7(g) Threshold Basket 8.2(g) Transfer Taxes 6.7(a) WARN Act 3.16(f) Working Capital Adjustment Amount 1.5(a)(ii)
Sample 1
Long Term Liabilities Adjustment. If a PARTNER timely disputes the determination of either the TASTEMAKER B.V. WORKING CAPITAL ADJUSTMENT or the TASTEMAKER B.V. LONG-TERM LIABILITIES ADJUSTMENT, the PARTNERS shall negotiate in good faith in an attempt to agree upon a resolution of such dispute for a period of thirty (30) days from the end of such thirty (30) day review period. If notwithstanding the good faith efforts of the PARTNERS, the PARTNERS are unable to reach agreement, such dispute shall be resolved in accordance with Section 6.5.B of this AGREEMENT.
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Related to Long Term Liabilities Adjustment

  • 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.

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. 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 actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • 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.

  • 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.

  • Allocation of Liabilities The IMS Health Group shall assume all Liabilities relating to the participation of IMS Health Transferred Savings Plan Employees in the Corporation Savings Plan. The Corporation Group shall retain all other Liabilities relating to the Corporation Savings Plan.

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

  • Organizational Expenses; Liabilities of the Holders (a) The Servicer shall pay organizational expenses of the Issuer as they may arise.

  • Exceptions from Liability Without limiting the generality of any other provisions hereof, neither the Custodian nor any Domestic Subcustodian shall be under any duty or obligation to inquire into, nor be liable for:

  • 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.

  • 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:

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