Percentage Interest Adjustment Sample Clauses

Percentage Interest Adjustment. For purposes of adjusting the Percentage Interest of each Member under Section 3.2.3:
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Percentage Interest Adjustment. As an alternative remedy, the Nondefaulting Member may elect that the contribution or loan made on behalf of the Defaulting Member be treated as a Capital Contribution made by the Nondefaulting Member. If the Nondefaulting Member so elects, the Percentage Interest of the Defaulting Member shall be reduced, and the Percentage Interest of the Nondefaulting Member shall be increased, by a number of percentage points equal to 125% of the percentage derived by dividing (A) the amount of the contribution or loan made by the Nondefaulting Member on behalf of the Defaulting Member by reason of the default, by (B) the total of all Capital Contributions or loans made by all Members, including the contribution or loan made by the Nondefaulting Member on behalf of the Defaulting Member by reason of the default (or such outstanding balance). In the event a Member's Percentage Interest is reduced, the Member's share of Net Income and Net Loss in Section 4.1.1(d), Section 4.1.2(d), Section 4.2.1(d) and Section 4.2.2(d) and distributions pursuant to Sections 5.1.4 and 5.2.5 shall be reduced in the same proportion (i.e. if the Percentage Interest is reduced from 50% to 40% (a 20% reduction) the allocations and distributions shall also be reduced by 20%).
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Percentage Interest Adjustment. The Contributing Member shall have the opportunity to make an additional Capital Contribution in an amount equal to the Failed Contribution and adjust the Percentage Interests and Final Sharing Ratios of the Members as provided in Section 3.7;
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Percentage Interest Adjustment. If the Contributing Member elects to make an additional Capital Contribution and adjust the Percentage Interests as provided in Section 3.6.2, effective as of the date the amount requested under Section 3.2 was due, adjustment of each Member’s Percentage Interest will be made pursuant to the following formula: x + (y or y0) z where x = aggregate Capital Contributions made by the Contributing Member for its own account; y = Additional Capital Contribution made by Contributing Member pursuant to Section 3.6.2 on account of a Non-Contributing Member’s Failed Contribution; y0 = -0- for a Non-Contributing Member; and
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Percentage Interest Adjustment. 23 SECTION 4.05. Statements of Percentage Interest.............................24 SECTION 4.06. Issuance of Additional Interests..............................25 SECTION 4.07. Determination of Book Value of Company Assets.................26
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Percentage Interest Adjustment. If an Event of Default defined in Section 10.1(a)(i) occurs, any Nondefaulting Partner shall have the option, but without imposing on it the obligation, to contribute that portion of the Additional Capital Contribution which the Defaulting Partner was obligated, but failed, to contribute (and if more than one Nondefaulting Partner exercises such option, or any other right or option under this Article 10, such option or right shall be exercised by each Nondefaulting Partner, pro rata, in accordance with their respective Percentage Interests, or in such other manner as they may determine, and the term "Nondefaulting Partner" as used in this Article 10 shall mean the aggregate of such Nondefaulting Partners who exercise such right or option). The option shall be exercised by giving written notice to the Defaulting Partner within sixty (60) days after the occurrence of the Event of Default. If any portion of the Defaulting Partner's share of such Additional Capital Contribution is not so contributed by the Nondefaulting Partner, the Nondefaulting Partner shall have the authority to admit one or more new Persons as limited partners (subject to the provisions of Section 8.2(a) through Section 8.2(c), who shall purchase a Partnership Interest determined in accordance with Sections 10.2(a)(i) and 10.2(a)(iii) below by making a Capital Contribution to the Company in immediately available funds. If the Nondefaulting Partner(s) and/or the new Partner contribute the Defaulting Partner's share of such Capital Contribution (as well as the Nondefaulting Partner's own share), the Percentage Interest of the Defaulting Partner and the Nondefaulting Partner shall be adjusted as follows:
Sample 1
Percentage Interest Adjustment. If the General Partner elects to adjust the Percentage Interests as provided in Section 5.5(c), the Percentage Interest of each Partner will be adjusted so that the Percentage Interest of each Partner will be equal to a fraction, the numerator of which will be equal to the aggregate Capital Contributions made by the Partner to date (including the contribution made under Section 5.4 and 5.5), and the denominator of which will be equal to the aggregate Capital Contributions made by all Partners to date (including the contributions made under Section 5.4 and 5.5). For purposes of the foregoing only, each Partner's aggregate Capital Contribution as of May 31, 2000, shall be deemed to equal the following amount: Argosy Energy, Inc. $ 4,464,040 Neo Energy, Inc. $ 4,990,540 Garnet Resources Corp. $ 507,380 Xxxx X. Xxxxxxxxx $ 29,010 Xxxxxxx Xxxxx XxXxxxxx $ 9,030 The Partners intend that the foregoing aggregate Capital Contribution amounts as of May 31, 2000, shall be used solely for the purposes set forth in this Section 5.6, and shall not be used for any other purposes whatsoever. Any adjustments to Percentage Interests calculated under this Section 5.6 shall be retroactively applied to the date the amount requested under Section 5.4 was due. The General Partner will promptly give each Limited Partner written notice of its Percentage Interest, as adjusted, each time an adjustment occurs. In no event, however, will the Percentage Interest of a Defaulting Partner be increased under this Section 5.7.
Sample 1
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Percentage Interest Adjustment 
Sample 1

Related to Percentage Interest Adjustment

  • 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:

  • Tax Adjustment During each Lease Year commencing with the Lease -------------- Year 1998, Tenant shall pay, as Additional Charges, an amount (hereinafter referred to as the "TAX ADJUSTMENT AMOUNT") equal to Tenant's Share of the excess of Taxes for each such Lease Year over the amount of Taxes for the Base Year; except that Tenant shall be required to pay only a pro rata amount of the Tax Adjustment Amount for the Lease Year in which the last days of the Term occur, pro rated on a per diem basis. The Tax Adjustment Amount with respect to each Lease Year shall be paid in monthly installments in advance on the first day of each and every calendar month during such Lease Year, commencing January 1, 1998, in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. As soon as practicable following the close of the 1998 and subsequent Lease Years, and receipt of actual tax bills, Landlord shall deliver to Tenant a statement setting forth (a) the actual Tax Adjustment Amount for such Lease Year; (b) the total of the estimated monthly installments of the Tax Adjustment Amount paid to Landlord for such Lease Year; and (c) the amount of any excess or deficiency with respect to such Lease Year. Tenant shall pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of such statement. If the total of the estimated monthly installments paid by Tenant during any Lease Year exceeds the actual Tax Adjustment Amount due from Tenant for such Lease Year, at Landlord's option such excess shall be either credited against payments next due hereunder or refunded by Landlord, provided Tenant is not then in default hereunder.

  • 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.

  • CPI Adjustment The fixed fees and other fees expressed as stated dollar amounts in this schedule and in the Agreement shall be increased annually commencing on the one-year anniversary date of the Effective Date by the percentage increase since the Effective Date in consumer prices for services as measured by the United States Consumer Price Index entitled "All Services Less Rent of Shelter" or a similar index should such index no longer be published.

  • Subsequent Adjustments In the event that the Assuming Institution or the Receiver discovers any errors or omissions as contemplated by Section 8.2 or any error with respect to the payment made under Section 8.3 after the Settlement Date, the Assuming Institution and the Receiver agree to promptly correct any such errors or omissions, make any payments and effect any transfers or assumptions as may be necessary to reflect any such correction plus interest as provided in Section 8.4.

  • Adjustment Amount (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar days thereof, Buyer shall prepare and deliver to Seller, Buyer’s calculation of (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06.

  • Certificate of Adjusted Purchase Price or Number of Shares Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for 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 Rights 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. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

  • Adjustments to Capital Accounts At the end of each Fiscal Period, the Capital Accounts of the Partners shall be adjusted in the following manner:

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

  • 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

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