Post-Effective Time Adjustments Sample Clauses

Post-Effective Time Adjustments. The parties acknowledge and agree that each of the Partnerships has, prior to the Closing Date, been receiving revenues, making disbursements and incurring payables and receivables pursuant to its operations in the ordinary course since the Effective Time, including, without limitation, paying payroll, payroll taxes, trade vendors and other expenses. Each of the Partnerships will promptly account for all such activity and will remit to Newco any net profits made and other amounts, if any, due Newco with respect to such post-Effective Time activity. Furthermore, Newco shall reimburse the General Partner, the Limited Partner, Trevey and ▇▇▇▇▇▇▇▇ for any cash contributions made by them to the Partnerships between the Effective Time and the Closing Date made on account of any cash basis net operating losses incurred by the Partnerships in the ordinary course of business between the Effective Time and the Closing Date. SIGNATURE PAGES CONTRIBUTION AND STOCK PURCHASE AGREEMENT

Post-Effective Time Adjustments. (i) In the event there is a Net Worth Deficiency (as defined below) with respect to the Company, the Stockholder Representatives and the Parent or Surviving Corporation shall instruct the Escrow Agent to deliver to the Parent as provided in the Escrow Agreement, an amount equal to the Net Worth Deficiency. If the Net Worth Deficiency is less than the amount of the Escrow Amount, the Escrow Agent shall continue to hold the remainder of the Escrow Amount as provided in the Escrow Agreement. Stockholders' liability for a Net Worth Deficiency, if any, shall in no event exceed the amount of the Escrow Amount and Parent's and the Acquirer's sole recourse for any Net Worth Deficiency shall be limited to the amount of the Escrow Amount.

Post-Effective Time Adjustments. The parties acknowledge and agree that Target Center has, prior to the Closing Date, been receiving revenues, making disbursements and incurring payables and receivables pursuant to the operations of Target Center in the ordinary course, including without limitation paying payroll, payroll taxes, trade vendors and other expenses. Target Center will promptly account for all such activity and the parties agree that Newco or Target Center, as applicable, will reimburse the other for any net amounts due with respect to such post Effective Time activity. CONTRIBUTION AGREEMENT

Post-Effective Time Adjustments. The parties acknowledge and agree ------------------------------- that AK has, prior to the Closing Date, been receiving revenues, making disbursements and incurring payables and receivables pursuant to the operations of AK in the ordinary course since September 1, 1997, including without limitation paying payroll, payroll taxes, trade vendors and other expenses. AK will promptly account for all such activity and the parties agree that Newco or AK, as applicable, will reimburse the other for any net amounts due with respect to such post-Effective Time activity.

Post-Effective Time Adjustments. The Aggregate Consideration shall be subject to adjustment after the Closing Date as follows: On or before May 1, 2003, Parent shall prepare and deliver to the Indemnification Representative the Parent Prepared Balance Sheet indicating the Adjusted Closing Date Liabilities as of the Closing. Parent shall prepare the Parent Prepared Balance Sheet in accordance with GAAP applied on a basis consistent with the application of GAAP to the preparation of the financial statements of Parent included in Parent Financial Statements. The Parent Prepared Balance Sheet and the Final Balance Sheet shall include as liabilities, in addition to all other liabilities of Company and Jaysac, the following items to the extent that they are not paid by Company prior to the Effective Time: (i) items of income and expense prorated in accordance with Section 1.14, (ii) any other costs incurred by Company in connection with this Agreement, the Merger, the other Transaction Agreements and the Transactions, including but not limited to fees of counsel and accountants, (iii) any and all liabilities for Taxes for any period up to and including the Closing Date, (iv) the Sachs Loan, the Keycorp Loans and the Cal Bank Loans, and (v) the Company Closing Expenses. Subject to this Section 1.13, in the event that the Adjusted Closing Date Liabilities set forth on the Parent Prepared Balance Sheet exceed the Adjusted Closing Date Liabilities set forth in Section 1.6(a) (such excess being referred to herein as the "Excess Liabilities") the Aggregate Consideration shall be reduced by the amount of such Excess Liabilities. Subject to this Section 1.13, in the event that the Adjusted Closing Date Liabilities set forth in Section 1.6(a) exceed the Adjusted Closing Date Liabilities set forth in the Parent Prepared Balance Sheet, the Aggregate Consideration shall be increased by the amount of such excess and the Parent shall promptly pay to each Company Shareholder (other than the Sachs Family Trust) its respective Pro Rata Portion of such excess in one-half (1/2) cash and one-half (1/2) shares of Parent Common Stock (valued at the Parent Stock Price). The Indemnification Representative shall deliver to Parent, by 5:00 p.m. Pacific Time on the forty-fifth (45th) day after delivery of the Parent Prepared Balance Sheet (such date being referred to herein as the "Objection Deadline Date"), either a written notice indicating that the Indemnification Representative accepts the Adjusted Closing Date Liabi...