MAG Adjustment Date Sample Clauses

MAG Adjustment Date. The first MAG adjustment shall occur on January 1st following the first full Lease Year and every January 1st thereafter. (to be inserted upon determination) Rent: (§ 4) Base Rent, together with all other amounts owing by Tenant to City hereunder. Deposit Amount: (§ 13) Equal to one-half (1/2) of the initial MAG (subject to mid-term adjustment). Minimum Investment Amount: (§ 7.1) Six Hundred Fifty Dollars ($650.00) per square foot of the Premises, which equals Four Hundred Sixty Nine Thousand, Nine Hundred and Fifty Dollars ($469,950.00). Tenant may spend less than said amount provided it complies with the Airport’s Concessions Design Guidelines and receives Design Review Committee approval. Promotional Charge (§ 11) One Dollar ($1.00) per square foot per annum of the Premises which equals Seven Hundred Twenty Three Dollars ($723.00). Resolution: Number - , approved by the Airport Commission on , 20 . Initial Tenant Representative: (§ 3.11) Tel. No. Exhibits: A – Premises B – Use and Operational Requirements C-1 – Form of Performance Bond C-2 – Form of Letter of Credit DTenant Work Letter All such exhibits are incorporated into this Lease and made a part hereof. Initial of Authorized Representative of City Initial of Authorized Representative of Tenant THIS LEASE AGREEMENT (this “Lease”), dated as of the Effective Date, is entered into by and between Tenant, and the City and County of San Francisco, a municipal corporation, acting by and through its Airport Commission (“City”). This Lease is made with reference to the following facts:
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MAG Adjustment Date. (§ 4) The first anniversary of the Rent Commencement Date or the first day of the first calendar month following such anniversary if the Rent Commencement Date does not fall on the first day of a calendar month, and each anniversary of such adjustment date thereafter. (actual date to be inserted upon determination) Rent: (§ 4) Base Rent, together with all other amounts owing by Tenant to City hereunder. Deposit Amount: (§ 13) Equal to one-half (1/2) of the then current MAG (subject to adjustment). Minimum Investment Amount: (§ 7.1) Two Hundred Fifty Dollars ($250) per square foot of the Premises, which equals Six Hundred Twenty-Five Thousand Dollars ($625,000). Initial Promotional Charge (§ 11) One Dollar ($1.00) per square foot of the Premises which equals Twenty-Five Hundred Dollars ($2,500.00). (subject to adjustment) Resolution: Number , approved by the Airport Commission on , 200_ Initial Tenant Representative: (§ 3.9) Tel. No. Exhibits: A – Premises B – Use and Operational Requirements C-1 – Form of Performance Bond C-2 – Form of Letter of Credit All such exhibits are incorporated into this Lease and made a part hereof. Initial of Authorized Representative of City Initial of Authorized Representative of Tenant LEASE AGREEMENT FOR‌ BOARDING AREA “F” PHARMACY, HEALTH AND BEAUTY STORE LEASE IN TERMINAL 3 BUILDING‌ THIS LEASE AGREEMENT (this “Lease”), dated as of the Effective Date, is entered into by and between Tenant, and the City and County of San Francisco, a municipal corporation (“City”), acting by and through its Airport Commission (“Commission”). This Lease is made with reference to the following facts:
MAG Adjustment Date. (§ 4) The first anniversary of the Rent Commencement Date or the first day of the first calendar month following such anniversary if the Rent Commencement Date does not fall on the first day of a calendar month, and each anniversary of such adjustment date thereafter. (actual date to be inserted upon determination) Rent: (§ 4) Base Rent, together with all other amounts owing by Tenant to City hereunder. Deposit Amount: (§ 13) Equal to one-half (1/2) of the initial MAG. Resolution: Number , approved by the Airport Commission on , 2008 Initial Tenant Representative: (§ 3.9) Tel. No. Exhibits: A – Premises B – Summary of City’s Maintenance Responsibilities C-1 – Form of Performance Bond C-2 – Form of Letter of Credit All such exhibits are incorporated into this Lease and made a part hereof. Initial of Authorized Representative of City Initial of Authorized Representative of Tenant LEASE AGREEMENT FOR THE‌‌ THIS LEASE AGREEMENT (this “Lease”), dated as of the Effective Date, is entered into by and between Tenant (referred to herein on occasion as "Tenant", "Operator", or "Car Rental Concessionaire"), and the City and County of San Francisco, a municipal corporation (“City”), acting by and through its Airport Commission (“Commission”). This Lease is made with reference to the following facts:
MAG Adjustment Date. The first MAG adjustment shall occur on January 1st following the first full Lease Year and every January 1st thereafter. (to be inserted upon determination) Rent: (§ 4) Base Rent, together with all other amounts owing by Tenant to City hereunder. Deposit Amount: (§ 13) Equal to one-half (1/2) of the initial MAG (subject to mid-term adjustment). Minimum Investment Amount: (§ 7.1) Five Hundred Dollars ($500.00) per square foot of the Premises, which equals One Million Four Hundred Eighty-Six Thousand Dollars ($1,486,000.00). Tenant may spend less than said amount provided it complies with the Airport’s Concessions Design Guidelines and receives Design Review Committee approval. Promotional Charge (§ 11) One Dollar ($1.00) per square foot per annum of the Premises which equals Two Thousand Nine Hundred Seventy-Two Dollars ($2,972.00). Pest Control Services Fee (§ 9.4) Seventy-Five Dollars ($75.00) per month, subject to adjustment as described herein. Resolution: Number 20-0049, approved by the Airport Commission on March 17, 2020. Initial Tenant Representative: (§ 3.11) Xxxxxx Xxxxxx Tel. No. 000-000-0000 Other Agreements: (§ 13.5) Lease 15-0085 THIS LEASE AGREEMENT (this “Lease”), dated as of the Effective Date, is entered into by and between Tenant, and the City and County of San Francisco, a municipal corporation, acting by and through its Airport Commission (“City”). This Lease is made with reference to the following facts:
MAG Adjustment Date. The first MAG adjustment shall occur on January 1st following the first full Lease Year and every January 1st thereafter. (to be inserted upon determination) Rent: (§ 4) Base Rent, together with all other amounts owing by Tenant to City hereunder. Deposit Amount: (§ 13) Equal to one-half (1/2) of the initial MAG (subject to mid-term adjustment). Promotional Charge (§ 11) One Dollar ($1.00) per square foot per annum of the Premises. Resolution: Number - , approved by the Airport Commission on , 2019. Initial Tenant Representative: (§ 3.11) Tel. No. Exhibits: A – Premises B – Use and Operational Requirements C-1 – Form of Performance Bond C-2 – Form of Letter of Credit All such exhibits are incorporated into this Lease and made a part hereof. Initial of Authorized Representative of City Initial of Authorized Representative of Tenant THIS LEASE AGREEMENT (this “Lease”), dated as of the Effective Date, is entered into by and between Tenant, and the City and County of San Francisco, a municipal corporation, acting by and through its Airport Commission (“City”). This Lease is made with reference to the following facts:
MAG Adjustment Date. (§ 4.5) The first MAG adjustment shall occur on January 1st following the first full Lease Year and every January 1st thereafter. Rent: (§ 4) Base Rent, Space Rent, and all other amounts owed by Tenant to City hereunder. Deposit Amount: (§ 12) Equal to one-half (1/2) of the initial MAG (subject to mid-term adjustment). Resolution: Number - , approved by the Airport Commission on , 20 . Initial Tenant Representative: (§ 3.13) Tel. No. Exhibits: A – Premises B – City’s Maintenance Responsibility and Tenant’s Operational Requirements C-1 – Form of Performance Bond C-2 – Form of Letter of Credit All such exhibits are incorporated into this Lease and made a part hereof. Initial of Authorized Representative of City Initial of Authorized Representative of Tenant THIS LEASE AGREEMENT (this “Lease”), dated as of the Effective Date, is entered into by and between Tenant, and the City and County of San Francisco, a municipal corporation, acting by and through its Airport Commission (“City”). This Lease is made with reference to the following facts:
MAG Adjustment Date. The first MAG adjustment shall occur on January 1st following the first full Lease Year and every January 1st thereafter. (to be inserted upon determination) Rent: (§ 4) Base Rent, together with all other amounts owing by Tenant to City hereunder. Deposit Amount: (§ 13) Equal to one-half (1/2) of the initial MAG (subject to mid-term adjustment). Minimum Investment Amount: (§ 7.1) One Thousand Dollars ($1,000.00) per square foot of the Premises. Tenant may spend less than said amount provided it complies with the Airport’s Concessions Design Guidelines and receives Design Review Committee approval. Food and Beverage Cleaning Fee: (§ 4.11) Fifty Nine Dollars ($59.00) per square foot of the Premises per annum (subject to adjustment). Food and Beverage Infrastructure Fee: (§ 4.12) Five Dollars ($5.00) per square foot of the Premises per annum (subject to adjustment). Tenant shall pay an Additional Infrastructure Fee of $2,371.00 per annum, or $197.58 per month, for the Airport’s installation of Terrazzo and/or Trellis to the Premises. THIS LEASE AGREEMENT (this “Lease”), dated as of the Effective Date, is entered into by and between Tenant, and the City and County of San Francisco, a municipal corporation, acting by and through its Airport Commission (“City”). This Lease is made with reference to the following facts:
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MAG Adjustment Date. The first MAG adjustment shall occur on January 1st following the first full Lease Year and every January 1st thereafter. (to be inserted upon determination) Rent: (§ 4) Base Rent, together with all other amounts owing by Tenant to City hereunder. Deposit Amount: (§ 13) Equal to one-half (1/2) of the initial MAG (subject to mid-term adjustment). Minimum Investment Amount: (§ 7.1) Minimum amount necessary to comply with federal, state, and airport security requirements for the drop boxes, as well as the Airport’s Concessions Design Guidelines to receive Design Review Committee approval. Resolution: Number - , approved by the Airport Commission on , 20 . Initial Tenant Representative: (§ 3.11) Tel. No. Exhibits: A – Premises B – Use and Operational Requirements C-1 – Form of Performance Bond C-2 – Form of Letter of Credit All such exhibits are incorporated into this Lease and made a part hereof. Initial of Authorized Representative of City Initial of Authorized Representative of Tenant THIS LEASE AGREEMENT (this “Lease”), dated as of the Effective Date, is entered into by and between Tenant, and the City and County of San Francisco, a municipal corporation, acting by and through its Airport Commission (“City”). This Lease is made with reference to the following facts:
MAG Adjustment Date. The first MAG adjustment shall occur on January 1st following the first full Lease Year and every January 1st thereafter. (to be inserted upon determination) Rent: (§ 4) Base Rent, together with all other amounts owing by Tenant to City hereunder. Deposit Amount: (§ 13) Equal to one-half (1/2) of the initial MAG (subject to mid-term adjustment). Minimum Investment Amount: (§ 7.1) One Thousand Dollars ($1,000.00) per square foot of the Premises, which equals One Million Five Hundred Ninety Seven Thousand Dollars ($1,597,000.00). Tenant may spend less than said amount provided it complies with the Airport’s Concessions Design Guidelines and receives Design Review Committee approval. Promotional Charge (§ 11) One Dollar ($1.00) per square foot per annum of the Premises which equals One Thousand Five Hundred Ninety Seven Dollars ($1,597.00). Pest Control Services Fee (§ 9.4) Seventy Five Dollars ($75.00) per month, subject to adjustment as described herein. Resolution: Number - , approved by the Airport Commission on , 20 . Initial Tenant Representative: (§ 3.11) Tel. No. Exhibits: A – Premises B – Use and Operational Requirements C-1 – Form of Performance Bond C-2 – Form of Letter of Credit All such exhibits are incorporated into this Lease and made a part hereof. Initial of Authorized Representative of City Initial of Authorized Representative of Tenant THIS LEASE AGREEMENT (this “Lease”), dated as of the Effective Date, is entered into by and between Tenant, and the City and County of San Francisco, a municipal corporation, acting by and through its Airport Commission (“City”). This Lease is made with reference to the following facts:

Related to MAG Adjustment Date

  • Adjustment Date 6 Advance.......................................................................6 Affiliate.....................................................................6 Agreement.....................................................................6

  • Closing Adjustment At least three (3) Business Days prior to the Closing Date, Seller shall prepare in good faith and deliver to Buyer a statement (the “Estimated Statement”) setting forth an unaudited consolidated balance sheet of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) Cash (the “Estimated Cash”), and (iii) Seller’s calculation of the amount payable under Section 2.2(a) on the basis of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and in accordance with GAAP, consistently applied, and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000.

  • 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:

  • Post-Closing Adjustment (a) Within forty-five (45) days after the Closing Date, Seller shall prepare and deliver to Purchaser (i) an unaudited consolidated balance sheet of the Acquired Company and the Subsidiaries dated as of the close of business on the Closing Date (the "Closing Balance Sheet") showing the Net Worth of the Acquired Company and the Subsidiaries at the Closing Date (the "Preliminary Net Worth Amount") and (ii) a schedule (the "Closing Debt Schedule") of the amount of Long Term Debt at the Closing Date (the "Preliminary Debt Amount"). The Closing Balance Sheet shall be prepared in accordance with the definitions and procedures set forth on the Post-Closing Adjustment Schedule. In connection with the preparation of the Closing Balance Sheet and the Closing Debt Schedule, Purchaser shall give, and shall cause the Acquired Company and its representatives to give, to Seller and its representatives full access at all reasonable times to the books, records and other materials of the Acquired Company and the Subsidiaries and the personnel of, and work papers prepared by or for Purchaser, the Acquired Company and the Subsidiaries or their respective accountants, including, without limitation, to such historical financial information relating to the Acquired Company and the Subsidiaries as Seller may reasonably request in order to permit the timely preparation and delivery of the Closing Balance Sheet and the Closing Debt Schedule in accordance with this Section 1.05(a). (b) Upon receipt of the Closing Balance Sheet and the Closing Debt Schedule, Purchaser shall have thirty (30) days (the "Review Period") to review such Closing Balance Sheet and the Closing Debt Schedule and related computations of the Net Worth of the Acquired Company and the Subsidiaries and the Closing Debt on the Closing Date. If Purchaser has accepted such Closing Balance Sheet Closing Debt Schedule in writing or has not given written notice to Seller setting forth in reasonable detail any objection of Purchaser to such Closing Balance Sheet or Closing Debt Schedule(a "Statement of Objections") prior to the expiration of the Review Period, then such Closing Balance Sheet and Closing Debt Schedule shall be final and binding upon the parties, and the Preliminary Net Worth Amount shall be deemed the Net Worth amount of the Acquired Company and the Subsidiaries as of the Closing Date (the "Final Net Worth Amount") and the Preliminary Debt Amount shall be deemed to be the amount of Long Term Debt as of the Closing Date (the "Final Debt Amount"). In addition, to the extent any portion of the Closing Balance Sheet or of the calculation of the Preliminary Net Worth Amount, of the Closing Debt Schedule or of the calculation of the Preliminary Debt Amount shall not be expressly objected to in the Statement of Objections, such matters shall be deemed to have been accepted and approved by Purchaser and shall be final and binding upon the parties for purposes hereof. In the event that Purchaser delivers a Statement of Objections during the Review Period, Purchaser and Seller shall use their commercially reasonable efforts to agree on the amount of Net Worth of the Acquired Company and the Subsidiaries on the Closing Date within thirty (30) days following the receipt by Seller of the Statement of Objections. If the parties are unable to reach an agreement as to such amounts within such thirty (30) day period, then the matter shall be submitted to Deloitte & Touche LLP, or such other accountant as shall be mutually agreed between the parties hereto (such accountant, the "Settlement Accountant"), who shall determine the matters still in dispute and adjust the Closing Balance Sheet to reflect such determination and establish the Final Net Worth Amount and adjust the Closing Debt Schedule and establish the Final Debt Amount. If issues in dispute are submitted to the Settlement Accountant for resolution, each party will furnish to the Settlement Accountant such work papers and other documents and information relating to the disputed issues as the Settlement Accountant may request, and will be afforded the opportunity to present to the Settlement Accountant any material relating to the resolution of the disputed items and to discuss the resolution of the disputed items with the Settlement Accountant; provided, that no party shall have any ex parte discussions with the Settlement Accountant (other than after reasonable notice to the other party and such party's refusal or failure to participate). The Settlement Accountant will be instructed in performing the review that Purchaser and Seller will each be provided with copies of any and all correspondence and drafts distributed to any party, and Purchaser and Seller will be granted access to information contained in the documents made available to the Settlement Accountant by the other party. The Settlement Accountant shall determine only those matters in dispute (and based solely on the materials and other information presented by Seller and Purchaser and not by independent investigation). The Settlement Accountant shall make its determination within thirty (30) days (or as soon as practicable thereafter if the Settlement Accountant notifies the parties that it requires additional time to make such determination) following the submission of the matter to the Settlement Accountant for resolution, and such determination shall be final and binding upon Purchaser and Seller. Purchaser and Seller will each bear fifty percent (50%) of the fees, charges and expenses of the Settlement Accountant. (c) In the event that the Final Net Worth Amount is greater than the Target Net Worth Amount, such excess is referred to herein as the "Excess Net Worth Amount". (d) In the event that the Final Net Worth Amount is less than the Target Net Worth Amount, such deficiency is referred to herein as the "Net Worth Deficiency".

  • Adjustment Amount (a) Schedule 2.16 sets forth a sample calculation of the Adjustment Amount and the Target Adjustment Amount as of the Balance Sheet Date (the “Sample Closing Statement”), including the asset, liability and other line items and accounting principles used in such calculation, and assuming that all of such asset and liability line items that constitute Mallinckrodt Assets or Mallinckrodt Liabilities under this Agreement will be transferred to Mallinckrodt as of the Distribution. (b) Within sixty (60) days after the Distribution Date, Mallinckrodt shall cause to be prepared and delivered to Covidien a statement (the “Closing Statement”) setting forth (i) the Adjustment Amount and the calculation of the Adjustment Amount and (ii) the Target Adjustment Amount and the calculation of the Target Adjustment Amount. The Closing Statement shall be prepared in accordance with the Transaction Accounting Principles, including the use of the same line items and line item entries, set forth on and used in the preparation of the Sample Closing Statement; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement which cannot be appropriately placed in line items previously used by Mallinckrodt, but that constitute Mallinckrodt Assets or Mallinckrodt Liabilities, will also be included to the extent consistent with the Transaction Accounting Principles. (c) Within thirty (30) days following receipt by Covidien of the Closing Statement, Covidien shall deliver written notice to Mallinckrodt of any dispute Covidien has with respect to the preparation or content of the Closing Statement (the “Dispute Notice”); provided, however, that if Covidien does not deliver any Dispute Notice to Mallinckrodt within such thirty (30)-day period, the Closing Statement will be final, conclusive and binding on the Parties. Any Dispute Notice shall (i) set forth in reasonable detail the basis for any dispute included therein, the amounts involved and Covidien’s determination of the Adjustment Amount and/or the Target Adjustment Amount (as applicable) and (ii) include only disagreements based on the Adjustment Amount and/or the Target Adjustment Amount (as applicable) not being calculated properly in accordance with this Agreement or containing mathematical errors. Upon receipt by Mallinckrodt of a Dispute Notice, Mallinckrodt and Covidien shall negotiate in good faith to resolve any dispute set forth therein. If Mallinckrodt and Covidien, such good faith effort notwithstanding, fail to resolve any such dispute within fifteen (15) Business Days following receipt by Mallinckrodt of the Dispute Notice (the “Dispute Resolution Period”), then Mallinckrodt and Covidien jointly shall engage, within ten (10) Business Days following the expiration of the Dispute Resolution Period, Ernst & Young LLP or, if Ernst & Young LLP is unavailable or conflicted, another nationally recognized major accounting firm selected jointly by Covidien and Mallinckrodt (the “Independent Accounting Firm”) to resolve any such dispute. If Ernst & Young LLP is unavailable or conflicted and Covidien and Mallinckrodt are unable to agree on the Independent Accounting Firm, then each of Covidien and Mallinckrodt shall select a nationally recognized major accounting firm, and the two (2) firms will mutually select a third nationally recognized major accounting firm to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Mallinckrodt and Covidien shall each prepare and submit a presentation detailing each Party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm. Mallinckrodt and Covidien shall cause the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than thirty (30) days following such presentations, make a final determination, binding on the Parties, of the appropriate amount of each of the line items that remain in dispute as indicated in the Dispute Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Covidien or Mallinckrodt, shall not be in excess of the higher, nor less than the lower, of the amounts set forth by Mallinckrodt in the Closing Statement or by Covidien in the Dispute Notice, as applicable. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to whether any determination of the Adjustment Amount and/or the Target Adjustment Amount (as applicable) was properly calculated in accordance with the Transaction Accounting Principles, and the Independent Accounting Firm is not to make any other determination, including any determination as to whether GAAP was followed, to the extent GAAP is inconsistent with the Transaction Accounting Principles. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Covidien and Mallinckrodt. All determinations made by the Independent Accounting Firm, and the Closing Statement, as modified by the Independent Accounting Firm, will be final, conclusive and binding on the Parties, absent fraud or manifest error. (d) For purposes of complying with the terms set forth in this Section 2.16, Mallinckrodt and Covidien shall cooperate with and make available to each other and their respective Representatives all information, records, data and working papers, in each case, to the extent related to the Mallinckrodt Assets, Mallinckrodt Liabilities or Mallinckrodt Business, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Closing Statement and the resolution of any disputes thereunder. (e) If the Adjustment Amount, as finally determined pursuant to Section 2.16(c), is greater than the Target Adjustment Amount, as finally determined pursuant to Section 2.16(c), by at least $20 million, then Mallinckrodt shall pay or cause to be paid an amount in cash equal to the difference from the first dollar (i.e., without regard to the $20 million threshold) to Covidien by wire transfer of immediately available funds to an account or accounts designated in writing by Covidien to Mallinckrodt. If the Adjustment Amount, as finally determined pursuant to Section 2.16(c), is less than the Target Adjustment Amount, as finally determined pursuant to Section 2.16(c), by at least $20 million, then Covidien shall pay or cause to be paid an amount in cash equal to the difference from the first dollar (i.e., without regard to the $20 million threshold) to Mallinckrodt by wire transfer of immediately available funds to an account or accounts designated in writing by Mallinckrodt to Covidien. Any such payment pursuant to this Section 2.16(e) is to be made within five (5) Business Days of the date on which the Adjustment Amount and the Target Adjustment Amount have been finally determined pursuant to this Section 2.16.

  • 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 (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

  • 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.

  • 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:

  • Adjustment of Conversion Rate The Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 9.04, without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the Principal Amount (expressed in thousands) of Notes held by such Holder. (a) If the Company exclusively issues shares of the Common Stock as a dividend or distribution on shares of the Common Stock, or if the Company effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date of such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as applicable; CR1 = the Conversion Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such Effective Date, as applicable; OS0 = the number of shares of the Common Stock outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such Effective Date, as applicable (before giving effect to any such dividend, distribution, split or combination); and OS1 = the number of shares of the Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 9.04(a) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 9.04(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Company distributes to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder rights plan) entitling them, for a period of not more than 45 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Closing Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution, the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR1 = the Conversion Rate in effect immediately after the close of business on such Record Date; OS0 = the number of shares of the Common Stock outstanding immediately prior to the close of business on such Record Date;

  • CPI Adjustment At the end of the first Lease year (as hereinafter defined) and every Lease year thereafter (including any renewal periods) the Base Rental provided for in Paragraph 3 above shall be adjusted by adding to Base Rental the "Add-on Factor". The one (1) year periods are each hereinafter referred to as an "Adjustment Period". As used herein, the "Add- on Factor" shall mean the "Add-on Sum" minus "Net Base Rental"; "Add-on Sum" shall mean a sum determined by multiplying the "Net Base Rental" by the "Adjustment Factor"; "Net Base Rental" shall mean the Base Rental described above minus Initial Basic Cost, and "Adjustment Factor" shall mean a fraction, the numerator of which is the "CPI" published immediately preceding the applicable anniversary date and the denominator of which is the "CPI" published immediately preceding the commencement date of the term of this Lease. "CPI" shall mean the United States Average (1982-84 '" 100), as published bi-monthly (or if the same shall no longer be published bi-monthly, on the most frequent basis available) by the Bureau of Labor Statistics, U.S. Department of Labor (but if such is subject to adjustment later, the later adjusted index shall be used). The Adjusted Rental shall be the new Base Rental of the Premises effective as of the first day of the applicable Adjustment Period. Notwithstanding the foregoing calculation, the yearly percentage rent adjustment pursuant to this Paragraph 9 shall in no event be less than FIVE percent (5%) per year. Tenant shall continue payment of the Base Rental in effect for the expiring Adjustment Period until notified by Landlord of any increase in such Base Rental. Such notification shall include a memorandum showing the calculations used by Landlord in determining the new Base Rental. On the first day of the calendar month immediately succeeding receipt of such notice, Tenant shall commence payment of the new Base Rental spedfied in the notice, and shall also pay to Landlord with respect to the month(s) already expired, the excess of the required monthly rentals spedfied in the notice over the monthly amounts actually paid by Tenant.

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