Price Adjustment Civil works contracts of long duration (more than 18 months) shall contain an appropriate price adjustment clause.
Purchase Price Adjustment (a) As soon as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.
Allocation of Purchase Price Each of the parties agrees to allocate the Purchase Price as shown on Schedule 2.4 (the “Allocation Schedule”) attached hereto for all federal and state Tax reporting purposes. The Allocation Schedule shall be updated by Purchaser and delivered to Seller no later than 30 days after any post-Closing payment made pursuant to or in connection with this Agreement with such updated Allocation Schedule being consistent with the methodology set forth in the Allocation Schedule, except as otherwise agreed in writing by Purchaser and Seller. If Seller notifies Purchaser in writing within ten days of the date (i) Purchaser delivers the updated Allocation Schedule to Seller or (ii) Purchaser delivers the “Appraisal” referenced in Schedule 2.4 that Seller objects to (x) one or more items reflected in the updated Allocation Schedule or (ii) the reasonableness of the Appraisal and the determination of the fair market value of any of the Acquired Assets based on the Appraisal, as the case may be, Seller and Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Purchaser are unable to resolve any dispute with respect to the updated Allocation Schedule or the Appraisal or the determination of fair market value based thereon, as the case may be, within 30 days, such dispute shall be resolved by the Accounting Referee. The cost of the Accounting Referee associated with the resolution of the dispute shall be borne equally by Seller and Purchaser. Such allocation is intended to comply with the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended. Seller and Purchaser shall file Form 8594 with their respective Tax Returns consistent with such allocation. The parties shall treat and report the transaction contemplated by this Agreement in all respects consistently for purposes of any federal, state or local Tax, including the calculation of gain, loss and basis with reference to the Purchase Price allocation made pursuant to this Section 2.4. The parties hereto shall not take any action or position inconsistent with the obligations set forth in this Section 2.4, except as may otherwise be required by applicable Law.
Market Adjustment The parties to this Agreement recognize the appropriateness of market pay adjustments in rare instances for compelling reasons. To effectuate judgments in such cases, the President and AAUP Chapter President, in consultation, shall each name three (3) individuals to a university Market Evaluation Committee. Deans may submit recommendations for market pay adjustments with supporting written reasons to the committee. Said Committee shall consult with the President concerning proposed market pay adjustments reporting its advice not later than May 15 in each year. Upon the favorable recommendation of the President and the Chancellor, market pay adjustments may be approved effective at the beginning of that pay period including September 1 of the following year. Not more than one (1) market pay adjustment per one hundred (100) full-time members, or fraction thereof, may be recommended in any contract year. A member’s salary may not be increased beyond the maximum for the rank. Funding for this program shall be governed by Article 12.10.2.
Salary Adjustment The salary of an employee returning from uncompensated leave shall be adjusted to reflect all non-discretionary increases distributed during the period of leave. While on such leave, an employee shall be eligible to participate in any special salary incentive programs.
Equitable Adjustment Trading volume amounts, price/volume amounts and similar figures in the Transaction Documents shall be equitably adjusted (but without duplication) to offset the effect of stock splits, similar events and as otherwise described in this Agreement and Warrants.
