Net Equity Adjustment Sample Clauses

Net Equity Adjustment. (a) At or prior to Closing, Seller shall prepare and deliver to the Company a balance sheet with respect to the Property and the Existing Venture (the "PRELIMINARY PRORATION DATE BALANCE SHEET") prepared as of the last day of the month prior to the Closing Date, or, if the data as of such date are unavailable, the last day of the second month prior to the Closing Date. No later than one hundred twenty (120) days after the Closing Date, the Company shall cause to be prepared and delivered to Seller an unaudited balance sheet with respect to the Property and the Existing Venture as of the Proration Date (the "PRORATION DATE BALANCE SHEET" and, together with the Preliminary Proration Date Balance Sheet, the "CLOSING BALANCE SHEETS"), showing Closing Net Equity. The Closing Balance Sheets shall be prepared on an accrual basis in accordance with GAAP applied in a manner consistent with that utilized in the preparation of the financial statements for General Growth Properties, Inc. without regard to any special provisions relating to its REIT status, provided however, that the following rules shall be employed: (i) the following assets shall be excluded or eliminated: deferred rent receivables; deferred financing, leasing and other costs; tenant lease incentives; prepaid expenses to the extent the full amount thereof could not reasonably be expected to inure to the benefit of the Existing Venture (including but not limited to prepaid insurance premiums); (ii) no amount shall be recorded under the classification "Building & Improvements", "Fixtures & Equipment", "Tenant Improvements" and "Land"; (iii) net carrying amounts for or in respect of the following shall be eliminated, with such elimination to be done, in each case net of accumulated amortization and depreciation, allowances for bad debts and other contra accounts: building and improvements, fixtures and equipment, land, capitalized taxes, tangible personal property and goodwill; (iv) the following assets shall be included (and shall be deemed to be part of the assets of the Existing Venture and transferred to the Company): all cash in the Existing Venture; (v) the following liabilities shall be excluded or eliminated: Retained Debt, deferred revenues and income tax accounts; (vi) at Seller's election, a liability may be excluded to the extent that it is a Seller's Liability and any reserves or other assets relating to such excluded liability shall be excluded or distributed to Seller; (vii) there shall b...
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Net Equity Adjustment. (a) If the Net Equity of the Company immediately prior to the Effective Time is less than or greater than $4,763,185, which is the net equity amount reflected on the Company's consolidated balance sheet for the year ended December 31, 1996, the number of shares of EVI Common Stock issuable in the Merger shall be adjusted as follows to give effect to such decrease or increase. To the extent the Net Equity of the Company is less than $4,763,185, the aggregate number of shares of EVI Common Stock to be received by the Company Shareholders shall be decreased by an amount equal to such deficiency (the "Deficiency") divided by the Market Price, with the number of shares of EVI Common Stock to be received by each Company Shareholder to be decreased pro rata based on the number of shares of EVI Common Stock to be received by each Company Shareholder in the Merger. To the extent Net Equity of the Company is greater than $4,763,185, the aggregate number of shares of EVI Common Stock to be received by the Company Shareholders shall be increased (b) As promptly as practicable, but not more than 45 days, after the Effective Date, EVI shall cause to be prepared and delivered to the Company Shareholders the Effective Date Balance Sheet. The Effective Date Balance Sheet shall be prepared in accordance with generally accepted accounting principles as consistently applied by the Company. EVI shall provide the Company Shareholders with access to copies of all work papers and other relevant documents to verify the entries contained in the Effective Date Balance Sheet. The Company Shareholders shall have a period of 21 days after delivery of the Effective Date Balance Sheet to review it and, by action of the Shareholder Representatives to make any objections in writing to EVI. If written objections to the Effective Date Balance Sheet are delivered by the Shareholder Representatives to EVI within such 21-day period, then EVI and the Company Shareholders shall attempt to resolve the matter or matters in dispute. If no written objections are made by the Shareholder Representatives within the time period provided above, the Effective Date Balance Sheet shall be deemed accepted by the Company Shareholders and shall be final and binding. (c) If disputes with respect to the Effective Date Balance Sheet cannot be resolved by EVI and the Company Shareholders by action of the Shareholder Representatives within 15 calendar days after the delivery of the objections to the Effective Date B...
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Net Equity Adjustment. (a) Within 45 days after the Closing Date, BHA will deliver to HeadXxxxxx.XXX x xroposed balance sheet prepared in accordance with GAAP using the same accounting principles, policies and practices used in preparing the balance sheet as of December 31, 1999 included in the audited Career Mosaic Financial Statements, which will set forth Career Mosaic's Net Equity Amount (as defined below) as of the day immediately prior to the Closing Date (the "Closing Date Balance Sheet"). If within 30 days after the date of BHA's delivery of the Closing Date Balance Sheet, HeadXxxxxx.XXX xxxects in good faith to the Closing Date Balance Sheet or the calculation of Career Mosaic's Net Equity Amount, HeadXxxxxx.XXX xxx give written notice within such 30 day period which shall (i) set forth HeadXxxxxx.XXX'x xroposed changes to the Closing Date Balance Sheet and Net Equity Amount and (ii) specify in reasonable detail HeadXxxxxx.XXX'x xasis for such changes. The failure of HeadXxxxxx.XXX xx object to the Closing Date Balance Sheet or the Net Equity Amount within such 30 day period will constitute acceptance by HeadXxxxxx.XXX xx BHA's Closing Date Balance Sheet and calculation of Net Equity Amount. If HeadXxxxxx.XXX xxx BHA are unable to resolve any disagreement between them with respect to the preparation of the Closing Date Balance Sheet or the calculation of Net Equity Amount within 30 days after delivery of the written objection by HeadXxxxxx.XXX xx BHA, the items in dispute will be referred in writing to any office of Arthxx Xxxexxxx XXX other than the New York or Atlanta offices (the "Accountants") as promptly as practicable, but not later than five days after the expiration of such 30 day period, for determination. HeadXxxxxx.XXX xxx BHA will use reasonable efforts to cause the Accountants to render their determination as soon as practicable thereafter, but in no event later than 45 days after the submission to such Accountants of the notice of disagreement referred to in the immediately preceding sentence, including, without limitation, by promptly complying with all reasonable requests by the Accountants for information, books, records and similar items. The Accountants will make a determination as to each of the items in dispute, which determination shall be (i) in writing, (ii) furnished to each party hereto as promptly as practicable after the items in dispute have been referred to the Accountants, (iii) made in accordance with this Agreement and (iv) conclusive an...
Sample 1
Net Equity Adjustment. (i) Within forty-five (45) days of the Closing Date, Purchaser shall prepare and cause to be delivered by PricewaterhouseCoopers, LLP, independent auditors for Purchaser, to the Compass Shareholders a final report detailing the Net Equity of the Compass Business at the Closing Date (the “Final Net Equity”). The Final Net Equity report will be prepared in accordance with generally accepted accounting principles (“GAAP”). The Compass Shareholders shall have thirty (30) days to object to or accept the Final Net Equity report. If within thirty (30) days following delivery of the Final Net Equity report the Compass Shareholders have not given Purchaser written notice of their objection to or acceptance of the Final Net Equity report (which notice, if an objection, shall state in reasonable detail the basis of the Compass Shareholders’ objection), then the Final Net Equity report shall be binding and conclusive on the parties. If the
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Net Equity Adjustment. “Net Equity Amount” means the sum, as of the Prorations Time, of all LLC cash, short-term investments, other cash equivalents (including deposits), prepaid expenses with respect to the items customarily prorated in sales of shopping centers, other items comprising working capital and any other assets and property which are not included in the Property and which are customarily prorated in sales of shopping centers, minus amounts accrued but unpaid on existing contracts which are customarily prorated in sales of shopping centers. An amount equal to 66 2/3% of the Net Equity Amount shall be added to the Purchase Price as a Net Equity Adjustment if the Net Equity Amount is a positive number or deducted from the Purchaser Price as a Net Equity Adjustment if the Net Equity Amount is a negative number.
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Net Equity Adjustment. 4 ARTICLE 2
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Net Equity Adjustment 
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Related to Net Equity Adjustment

  • Annual Adjustment At the end of each Fiscal Year and following receipt by Manager of the annual accounting referred to in Article 10, an adjustment will be made to such annual account, if necessary and if available, so that the appropriate amount shall have been deposited in the Reserve.

  • Tax Adjustment Tenant shall pay to Landlord or Landlord's agent as Additional Rent, an amount ("Tax Adjustment Amount") equal to Tenant's Proportionate Share of the amount of Taxes incurred with respect to each Calendar Year plus Tenant's pro rata share of the special allocation of Taxes to occupied premises if the last sentence of Section 3A(iii) is applicable for such Calendar Year. The Tax Adjustment Amount with respect to each Calendar Year shall be paid in monthly installments during such Calendar Year in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. If Taxes for any Calendar Year are payable in whole or in part before the end of such Calendar Year, Tenant shall, within thirty (30) days after the written request of Landlord, promptly pay its Proportionate Share of such payment as a special installment, after deducting installments previously paid by Tenant under this Section 3D for such Calendar Year. Following the final payment of Taxes for each Calendar Year, Landlord shall cause the amount of the Tax Adjustment Amount for such Calendar Year to be computed and delivered to Tenant a statement of such amount plus a statement of all estimated installments paid by Tenant for such Calendar Year. Tenant shall pay to Landlord any deficiency shown by such statements within thirty (30) days after receipt of such statement. If the installments paid exceed the actual amount due (such excess is sometimes referred to herein as the "Taxes Credit Amount"), Landlord shall credit the Taxes Credit Amount against payments next due to Landlord from Tenant hereunder; provided that, if the Taxes Credit Amount exceeds the amount of payments next due to Landlord from Tenant hereunder, Landlord shall promptly pay Tenant the amount by which the Taxes Credit Amount exceeds the amount of payments next due to Landlord from Tenant hereunder. The amount of any refund of Taxes received by Landlord shall be credited against Taxes for the year in which such refund is received. In determining the amount of Taxes for any year, the amount of special assessments to be included shall be limited to the amount of the installment (plus any interest payable thereon) of such special assessment required to be paid during such year as if the Landlord had elected to have such special assessment paid over the maximum period of time permitted by law. All references to Taxes "for" a particular year shall be deemed to refer to Taxes due and payable during such year without regard to when such Taxes are levied or assessed. Delay in computation of the Tax Adjustment Amount shall not be deemed a default hereunder or a waiver of Landlord's right to collect the Tax Adjustment Amount. In no event shall Landlord collect any amounts with respect to Taxes which would, when taken together with those amounts collected by Landlord from other tenants in the Building (and in the event the Building is less than 100% occupied, paid directly by Landlord), exceed 100% of the actual Taxes for any Calendar Year.

  • Annual Adjustments Base Rent shall be increased on each annual anniversary of the first day of the first full month during the Term of this Lease (each an “Adjustment Date”) by multiplying the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated.

  • Proportional Adjustment In the event the Corporation shall at any time after the issuance of any share or shares of Series A Participating Preferred Stock (i) declare any dividend on Common Stock of the Corporation ("COMMON STOCK") payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Corporation shall simultaneously effect a proportional adjustment to the number of outstanding shares of Series A Participating Preferred Stock.

  • 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:

  • CPI Adjustment If the CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of his interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Holders in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • Non pre-priced Adjustment Factor To be applied to Work determined not to be included in the CTC but within the general scope of the work: 1.6500.

  • 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.

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