Making of Adjustments Sample Clauses

Making of Adjustments. 48 SECTION 9.02. Stipulated Loss Values: EBO Prices............................48 SECTION 9.03.
Sample 1
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Making of Adjustments. (a) If: (i) the Closing Date shall be other than the date specified in the notice given by Lessee pursuant to Section 2.04(b)); (ii) the Transaction Expenses shall be other than 2.25% of Lessor's Cost; provided that if the Transaction Expenses are in excess of such amount or such other amount specified in the notice given by Lessee pursuant to Section 2.04(b) Lessee may, upon 5 days notice to the Owner Participants, elect to pay such excess in lieu of an adjustment pursuant to this Section 9.01; (iii) any Tax Assumption Change described in a written notice from an Owner Participant to Lessee or from Lessee to an Owner Participant pursuant to Section 9.04 shall occur on or prior to the Closing Date; or (iv) the Closing Date is later than 4 days after the date of determination of the Index Rate utilized in the schedules prepared pursuant to Section 2.04(b); then, unless such changes or differences shall have previously been reflected in schedules prepared by the Owner Participants and accepted by Lessee, the Owner Participant Basic Rent Percentages, Owner Participant EBO Price Percentages, and Owner Participant SLV Percentages of such Owner Participant, shall be adjusted (utilizing the same economic and tax assumptions (except for the specified charge above) methodology and constraints as originally used by such Owner Participant) by such amounts as shall be appropriate first to adjust such Owner Participant's Economics to reflect any changes in the Index Rate referred to in clause (iv) above, and second so as to preserve such adjusted Owner Participant's Economics and, consistent therewith, to minimize the Implicit Interest Rate, to and including the EBO Date applicable to such Owner Participant. (b) All required adjustments under clause (i), (ii) or (iii) of Section 9.01(a) shall be made as soon as practicable and to the greatest extent possible prior to the Closing Date, but in no event later than the Adjustment Date. Lessee agrees, at its expense and at the request of any other party hereto, promptly to prepare, execute and deliver an amendment to the relevant Lease Supplement confirming any such adjustment.
Sample 1
Making of Adjustments. (a) In the event that on or prior to the Equipment Closing Date, it is determined that any of the factors constituting Pricing Assumptions (including but not limited to, the actual Lessor's Cost of the Equipment to be settled for on such Equipment Closing Date or the date of such Equipment Closing Date) shall be different from those reflected in the Pricing Assumptions and, the Owner Participant shall elect to effect an adjustment pursuant hereto; then, (x) the Pro Forma Schedules of Basic Rent, the EBO Price, Casualty Values and Termination Values for such Items of Equipment to be purchased on such Equipment Closing Date shall be adjusted by such amounts as shall be appropriate to preserve for the benefit of the Owner Participant its Net Economic Return and (y) the amortization schedules set forth in the Pro Forma Schedules for each Series of Notes to be issued on or after such Equipment Closing Date shall be adjusted in compliance with Section 9.5 hereof. (b) In the event that: (i) a Refunding pursuant to Article XI hereof and Section 2.12 of the Indenture shall occur; or (ii) Transaction Expenses paid by the Owner Participant are different from 2% of Lessor's Cost; or (iii) a Modification is financed by the Lessor pursuant to Section 6.4 of the Lease; and, in any such case, the Owner Participant shall elect to effect an adjustment pursuant hereto; then, Basic Rent, the EBO Price, Casualty Values and Termination Values for all affected Items of Equipment shall be adjusted from time to time by such amounts as shall be appropriate to preserve for the benefit of the Owner Participant its Net Economic Return effective as of the next succeeding Rent Payment Date for such Items of Equipment.
Sample 1
Making of Adjustments. In the event that on or prior to the Equipment Closing Date, it is determined that any of the factors constituting Pricing Assumptions (including but not limited to, the actual Lessor's Cost of the Equipment to be settled for on such Equipment Closing Date or the date of such Equipment Closing Date) shall be different from those reflected in the Pricing Assumptions and, the Owner Participant shall elect to effect an adjustment pursuant hereto; then, (x) the Pro Forma Schedules of Basic Rent, the EBO Price, Casualty Values and Termination Values for such Items of Equipment to be purchased on such Equipment Closing Date shall be adjusted by such amounts as shall be appropriate to preserve for the benefit of the Owner Participant its Net Economic Return and (y) the amortization schedules set forth in the Pro Forma Schedules for each Series of Notes to be issued on or after such Equipment Closing Date shall be adjusted in compliance with Section 9.5 hereof.
Sample 1
Making of Adjustments. In the event that: (a) the Pricing Assumptions shall change as a result of a Change in Tax Law or Interpretation prior to any Funding Date; (b) the First Funding Date shall occur on a date other than November 1, 1996; (c) a Refunding pursuant to Article XII hereof and Section 2.12 of the Indenture shall occur; (d) any Tax Assumption Change shall occur prior to the First Funding Date; or (e) a Change in Tax Law or Interpretation shall occur as a result of which the net after-tax book yield component of Net Economic Return shall be reduced by at least 5% of the amount thereof; and in any such case, the Owner Participant shall elect to effect an adjustment pursuant hereto; then, the Basic Rent, EBO Price, Casualty Values and Termination Values shall be adjusted from time to time by such amounts as shall be appropriate to preserve for the benefit of the Owner Participant its Ne Economic Return effective as of the first Rent Payment Date thereafter.
Sample 1

Related to Making of Adjustments

  • Notification of Adjustments With respect to each Adjustable Rate Mortgage Loan, the Servicer shall adjust the Mortgage Interest Rate on the related interest rate adjustment date and shall adjust the Monthly Payment on the related mortgage payment adjustment date, if applicable, in compliance with the requirements of applicable law and the related Mortgage and Mortgage Note. The Servicer shall execute and deliver any and all necessary notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and Monthly Payment adjustments. The Servicer shall promptly, upon written request therefor, deliver to the Master Servicer such notifications and any additional applicable data regarding such adjustments and the methods used to calculate and implement such adjustments. Upon the discovery by the Servicer or the receipt of notice from the Master Servicer that the Servicer has failed to adjust a Mortgage Interest Rate or Monthly Payment in accordance with the terms of the related Mortgage Note, the Servicer shall immediately deposit in the Custodial Account from its own funds the amount of any interest loss or deferral caused thereby.

  • Notice of Adjustments Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s Transfer Agent.

  • Calculation of Adjustments All adjustments to the Settlement Rate shall be calculated to the nearest 1/10,000th of a share of Common Stock (or if there is not a nearest 1/10,000th of a share to the next lower 1/10,000th of a share). No adjustment in the Settlement Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Settlement Rate pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.6(a), an adjustment shall also be made to the Applicable Market Value solely to determine which of clauses (i), (ii) or (iii) of the definition of Settlement Rate in Section 5.1(a) will apply on the Stock Purchase Date. Such adjustment shall be made by multiplying the Applicable Market Value by a fraction, the numerator of which shall be the Settlement Rate immediately after such adjustment pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.6(a) and the denominator of which shall be the Settlement Rate immediately before such adjustment; provided, that if such adjustment to the Settlement Rate is required to be made pursuant to the occurrence of any of the events contemplated by paragraph (1), (2), (3), (4), (5), (7) or (10) of this Section 5.6(a) during the period taken into consideration for determining the Applicable Market Value, appropriate and customary adjustments shall be made to the Settlement Rate.

  • Determination of Adjustments If any questions will at any time arise with respect to the Exercise Price or any adjustment provided for in Section 4.8, such questions will be conclusively determined by the Company’s Auditors, or, if they decline to so act any other firm of certified public accountants in the United States of America that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and the Holders of the Warrants.

  • Certification of Adjustments Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall (a) promptly prepare a certificate signed by its Chief Executive Officer, its President or any Vice President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Company setting forth such adjustment and a brief statement of the facts giving rise to such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Stock and the Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any certificate prepared by the Company pursuant to Sections 11 and 13 and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 and 13 of this Rights Agreement shall be effective as of the date of the event giving rise to such adjustment.

  • Notice of Adjustment Upon the occurrence of any event which requires any adjustment of the Exercise Price, then, and in each such case, the Company shall give notice thereof to the holder of this Warrant, which notice shall state the Exercise Price resulting from such adjustment and the increase or decrease in the number of Warrant Shares purchasable at such price upon exercise, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Such calculation shall be certified by the Chief Financial Officer of the Company.

  • Notice of Adjustments of Conversion Rate Whenever the Conversion Rate is adjusted as herein provided: (1) the Company shall compute the adjusted Conversion Rate in accordance with Section 12.4 and shall prepare a certificate signed by the Chief Financial Officer of the Company setting forth the adjusted Conversion Rate and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall promptly be filed with the Trustee and with each Conversion Agent; and (2) upon each such adjustment, a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall be required, and as soon as practicable after it is required, such notice shall be provided by the Company to all Holders in accordance with Section 1.6. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate or the information and calculations contained therein, except to exhibit the same to any Holder of Securities desiring inspection thereof at its office during normal business hours, and shall not be deemed to have knowledge of any adjustment in the Conversion Rate unless and until a Responsible Officer of the Trustee shall have received such a certificate. Until a Responsible Officer of the Trustee receives such a certificate, the Trustee and each Conversion Agent may assume without inquiry that the last Conversion Rate of which the Trustee has knowledge of remains in effect.

  • Certificate of Adjustments Upon each adjustment of the Exercise Price and/or Exercise Shares, the Company shall promptly notify the Holder in writing and furnish the Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based.

  • Certificate as to Adjustments In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrants, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant and any Warrant Agent of the Company (appointed pursuant to Section 11 hereof).

  • Notice of Adjustments and Certain Other Events (a) Whenever the Fixed Settlement Rates are adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each adjusted Fixed Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate was determined and setting forth each adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment of each Fixed Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5.

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