Manner of Calculation. Any sick leave earned and unused in prior employment with another public school District or other agency of the state, shall, upon presentation of a certified copy stating the number of sick leave days earned and unused from such employers, be transferred to the bargaining unit member’s account at the time of employment in the manner prescribed by state law.
Manner of Calculation. For purposes of determining whether there has been a breach of any representation or warranty, or the amount of any Damages related to a breach of any representation or warranty, the representations and warranties set forth in this Agreement shall be considered without regard to any “material,” “Adverse Effect” or similar qualifications set forth therein.
Manner of Calculation. The Manager may calculate the fair market value of the Company’s assets using any method or combination of methods the Manager may determine in its sole discretion, including but not limited to (i) methods using the capitalization rates of comparable assets (typically used for stabilized, income-producing assets); (ii) methods using the sales or offering prices of comparable assets; (iii) estimates obtained from appraisers, real estate brokers, or other qualified persons; (iv) recent offerings of the Company’s securities; and (v) other methods the Manager deems appropriate in the circumstances, including the purchase price and/or book value of assets. In the absence of actual fraud, the Manager’s determination of the fair market value of the Company’s assets shall be final and not subject to dispute.
Manner of Calculation. The Manager may calculate the fair market value of the Company’s assets using any method or combination of methods the Manager may determine in its sole discretion, including but not limited to (i) methods using the capitalization rates of comparable assets (typically used for stabilized, income-producing assets); (ii) methods using the sales or offering prices of comparable assets; (iii) estimates obtained from appraisers, real estate brokers, or other qualified persons; and (iv) other methods the Manager deems appropriate in the circumstances, including the purchase price and/or book value of assets. In the absence of actual fraud, the determination of the fair market value of the Company’s assets shall be final and not subject to dispute.
Manner of Calculation. For the sole purpose of determining the amount of any Damages related to a breach of any representation or warranty pursuant to Section 7.2(a) or Section 7.3(a), as applicable, the amount of Damages shall be determined without regard to any Material Adverse Effect or materiality (or words of similar import) qualification set forth in any such representation or warranty.
Manner of Calculation. For each Taxable period during which a Joint Return will be filed, LMC shall provide to the Company, not less than twenty (20) Business Days prior to the due date (including extensions) for the filing of such Joint Return (1) a pro forma draft of the portion of such Joint Return that reflects the Tax Items of the Company Group, (2) a statement that sets forth in reasonable detail the computation of the Separate Return Tax Liability of the Company Group in respect of such Joint Return, and (3) the amount payable by the Company or LMC, as determined in accordance with this Agreement, pursuant to Section 2(a); provided, however, that in the case of any Joint Return relating to estimated Tax payments, LMC shall provide the foregoing information to the Company not less than ten (10) Business Days prior to each relevant Estimated Tax Installment Date. If the Company disagrees with any Tax Item of the Company Group reflected on the pro forma draft of any Joint Return or any tax position relating to the computation of the Separate Return Tax Liability, then the Company shall promptly notify LMC and the parties shall use their reasonable best efforts to resolve the dispute. If the parties are unable to resolve any such dispute within ten (10) Business Days after the Company gives notice to LMC, then the matter shall be referred to a nationally recognized accounting firm that is mutually acceptable to LMC and the Company (the “Independent Accountant”) to resolve such dispute. All costs, fees, and expenses incurred with respect to the resolution of such dispute shall be borne equally by LMC and the Company, except that if the Independent Accountant determines that the proposed position submitted by a party to the Independent Accountant for its determination is frivolous, has not been asserted in good faith, or is not supported by substantial authority, then 100% of such costs, fees, and expenses shall be borne by such party. If any dispute related to the computation of the Separate Return Tax Liability has not been resolved by the due date for the payment of the Separate Return Tax Liability (including installments of estimated Separate Return Tax Liability) with respect to the applicable Joint Return as described in Section 2(a), then the Company or LMC, as the case may be, shall make its payment based upon the original statement prepared by LMC, and any adjustments to such payment will be made in accordance with Section 5 following the resolution of such dispute.
Manner of Calculation. For the purposes of determining whether there has been a breach of any representation or warranty and the amount of Loss related thereto, the representations and warranties set forth in this Agreement (other than those in Section 5.5) shall be considered without regard to any materiality qualification (including terms such as “material” and “material adverse effect”) set forth therein.
Manner of Calculation. For the purposes of determining the amount of any Loss related to a breach of any representation or warranty, the amount of the Loss shall be determined without regard to any applicable materiality or knowledge qualification (including terms such as “material” and “Material Adverse Effect”) set forth therein.
Manner of Calculation. For the purposes of determining (a) whether there has been a breach of representation and warranty hereunder and (b) the amount of Loss related to a breach of any representation or warranty for which a Claiming Party is entitled to indemnification hereunder, any materiality qualification (including terms such as “material” and “Material Adverse Effect”) shall be disregarded; provided that such terms shall not be disregarded in the name of defined terms (e.g., “Material Contracts”) and their respective definitions, dollar thresholds shall not be disregarded and such terms shall not be disregarded in Section 4.13 or the second sentence of Section 4.19.
Manner of Calculation. For purposes of this Article X, "net revenue" shall mean the gross revenues accrued during the Earn-out Period for the sale, rendering, licensing, lease, or other disposition of Surviving Corporation's services, products and software, less: (i) discounts, credits, allowances and returns; (ii) sales or use taxes (excluding taxes on net income); and (iii) freight and insurance for shipments or delivery of products or software. Sales of Parent products or services to the Surviving Corporation's customers shall not be included in determining net revenue, but sales by the Surviving Corporation of the Company's products or services to Parent customers shall be included. All calculations of net revenue shall be computed in accordance with GAAP consistent with past practices of the Company. For purposes of the Earn-out, Parent agrees: to maintain the Surviving Corporation as a separate entity with separate books of account and records during the Earn-out Period; to maintain the capitalization of Surviving Corporation during the Earn-out Period consistent with a budget previously approved by Parent; and to maintain the operating assets and to operate the Surviving Corporation consistent with past practices of the Company. Notwithstanding anything herein to the contrary, the "Earn-out Period" shall be calculated for the 12 month period beginning on the first day of the month in which the Merger becomes effective.
