Realization of Gross Margin Sample Clauses

Realization of Gross Margin. (a) The Company represents that Schedule 3.5 sets forth all of the work-in-progress of the Company as of May 31, 2011, and the projected fee or gross margin for each project included therein and on Schedule 2.7, on a project-by-project basis. The Shareholders will deliver to Buyer an updated Schedule 3.5 dated as of the Closing Date (“Updated Schedule 3.5”) as soon as reasonably practicable following the Closing Date but no later than sixty (60) days thereafter. (b) Within five (5) days after final determination of the Gross Margin Results (as defined below) as provided in Section 3.5(d) below, Buyer may recover from the Indemnity Escrow, subject to Section 3.5(e), the Representation and Warranty Cap and the Shareholder Basket, and the provisions of Section 6 related thereto, an amount equal to the excess, if any, of (i) ninety percent (90%) of the aggregate projected fee or gross margin as of the Closing Date for all projects listed on Updated Schedule 3.5, as of the Closing Date, less (ii) the sum of the Gross Margin Results for all of such projects. The term “Gross Margin Result” for each project shall mean the gross margin for such project (A) for the twelve month period ended June 30, 2012 (determined in accordance with GAAP), and (B) any subsequent period for which Buyer, in good faith, estimates that such gross margin will be recorded in accordance with the Company’s customary business practices.
Sample 1
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Realization of Gross Margin. (a) The Company represents that Section 6.07 of the Company Disclosure Letter sets forth the Company’s good faith estimate of all of the work-in-progress of the Company and its Subsidiaries as of immediately prior to the Effective Time, and the projected fee or gross margin for each project included therein, on a project by project basis. In connection with the Closing Date Statement, Parent shall deliver to the Interest Holder Representative an Updated Disclosure Section 6.07 which shall set forth Parent’s good faith calculation of all work-in-progress of the Company and its Subsidiaries as of immediately prior to the Effective Time, and the projected fee or gross margin for each project included therein on a project by project basis. (b) Within five (5) Business Days after final determination of the Gross Margin Results as provided in Section 6.07(d), Parent may offset (subject to the written consent of the Interest Holder Representative and the decision of the Neutral Arbitrator pursuant to Section 6.07(d)) such amount solely against (x) the Adjusted Indemnity Holdback Amount (subject to the Cap) and (y), to the extent the Adjusted Indemnity Holdback Amount is exhausted (and subject to Section 2.14(g)), any Yearly Earn-Out Payment actually earned but not yet paid, subject in each case to Section 6.07(e), the Basket, and the provisions of Article IX of this Agreement related thereto, an amount equal to (to the extent a positive number) (i) ninety percent (90%) of the aggregate projected fee or gross margin as of immediately prior to the Effective Time for all projects listed on the Updated Disclosure Section 6.07 based on the aggregate value of each individual project, as set forth on Updated Disclosure Section 6.07, minus (ii) the aggregate Gross Margin Results for all of such projects. For the avoidance of doubt, to the extent that Parent offsets any amounts against the Adjusted Indemnity Holdback Amount, the Yearly Earn-Out Payment or otherwise pursuant to Sections 6.06, 6.07, 6.08 or 6.09, any amounts so received related to a project set forth on the Updated Disclosure Section 6.07 will be taken into consideration when calculating the Gross Margin Results. (c) In the event that the Parent or its Subsidiaries agrees to a change in the scope of a project listed on Updated Disclosure Section 6.07 that would result in a decrease to the projected fee or gross margin with respect to such project in exchange for an actual and measurable benefit to the Paren...
Sample 1
Realization of Gross Margin. (i) The Company and the Stockholders represent that Schedule 5.2(c) sets forth all of the Company's work-in-progress and the gross margin for each project included therein, on a project by project basis. The Company and the Stockholders will deliver to Buyer at the Closing an updated Schedule 5.2(c) as of December 31, 2002. (ii) The Stockholders, severally and not jointly, shall pay to Buyer their respective pro-rata shares (based on their relative share amounts set forth on Exhibit A) of the positive aggregate sum, if any, of the Gross Margin Results (defined below) for all projects listed on Schedule 5.2(c). The term "Gross Margin Result" for each project shall mean the positive or negative difference of: (A) the product of the Guaranteed Gross Margin for such project (as set forth in the fifth column of Schedule 5.2(c)) multiplied by the percentage of completion of such project as of December 31, 2003; less (B) the amount that is eligible to be booked as gross profit for such project as of the December 31, 2003 (determined in accordance with GAAP consistently applied and consistent with the Company's accounting principles and methods existing as of the date of this Agreement), including the effect of change orders for such project made after December 31, 2002. (iii) Within five (5) business days after the first anniversary of the Closing, the Stockholders shall in good faith prepare and deliver to the Buyer a Gross Margin Results report in accordance with GAAP consistently applied and consistent with the Company's accounting principles and methods existing as of the date of this Agreement, together with worksheets and data that support the Gross Margin Results report and any other information that the Buyer may reasonably request in order to verify the Gross Margin Results. The Gross Margin Results report and the Gross Margin Results reflected thereon, shall be binding upon the parties upon the approval of such Gross Margin Results report by the Buyer or the failure to object in writing within thirty (30) days after receipt thereof by the Buyer. If the Buyer does not agree with the Gross Margin Results report and the calculation of Gross Margin Results stated thereon, and Buyer and Stockholders' Representative cannot mutually agree on the same, then within forty-five (45) days following receipt by the Buyer of the Gross Margin Results report, the Neutral Auditor shall resolve such dispute. The Neutral Auditor shall review the Gross Margin Results report...
Sample 1

Related to Realization of Gross Margin

  • Determination of Net Asset Value, Net Income and Distributions Subject to applicable federal law including the 1940 Act and Section 3.6 hereof, the Trustees, in their sole discretion, may prescribe (and delegate to any officer of the Trust or any other Person or Persons the right and obligation to prescribe) such bases and time (including any methodology or plan) for determining the per Share or net asset value of the Shares of the Trust or any Series or Class or net income attributable to the Shares of the Trust or any Series or Class, or the declaration and payment of dividends and distributions on the Shares of the Trust or any Series or Class and the method of determining the Shareholders to whom dividends and distributions are payable, as they may deem necessary or desirable. Without limiting the generality of the foregoing, but subject to applicable federal law including the 1940 Act, any dividend or distribution may be paid in cash and/or securities or other property, and the composition of any such distribution shall be determined by the Trustees (or by any officer of the Trust or any other Person or Persons to whom such authority has been delegated by the Trustees) and may be different among Shareholders including differences among Shareholders of the same Series or Class.

  • Distributions of Net Cash Flow The Net Cash Flow of the Partnership for each calendar year, shall be distributed to the Partners from time to time, in the discretion of the General Partner, in accordance with the Percentage Interests of the Partners.

  • Determination of Gross-Up Payment Subject to sub-paragraph (c) below, all determinations required to be made under this Section 6, including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by the firm of independent public accountants selected by the Company to audit its financial statements for the year immediately preceding the Change in Control (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Executive within 30 days after the date of the Executive's termination of employment. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required under this Section 6 (which accounting firm shall then be referred to as the "Accounting Firm"). All fees and expenses of the Accounting Firm in connection with the work it performs pursuant to this Section 6 shall be promptly paid by the Company. Any Gross-Up Payment shall be paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"). In the event that the Company exhausts its remedies pursuant to sub-paragraph (c) below, and the Executive is thereafter required to make a payment of Excise Tax, the Accounting Firm shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be paid by the Company to the Executive within 5 days after such determination. Amended and Restated Change in Control Agreement

  • Determination of Net Asset Value The net asset value per share of each class and each series of Shares of the Trust shall be determined in accordance with the 1940 Act and any related procedures adopted by the Trustees from time to time. Determinations made under and pursuant to this Section 2 in good faith and in accordance with the provisions of the 1940 Act shall be binding on all parties concerned.

  • How Are Contributions to a Xxxx XXX Reported for Federal Tax Purposes You must file Form 5329 with the IRS to report and remit any penalties or excise taxes. In addition, certain contribution and distribution information must be reported to the IRS on Form 8606 (as an attachment to your federal income tax return.)

  • When Must Distributions from a Xxxx XXX Begin Unlike Traditional IRAs, there is no requirement that you begin distribution of your account during your lifetime at any particular age.

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  • Payment of Sales, Use or Similar Taxes All sales, use, transfer, intangible, recordation, documentary stamp or similar Taxes or charges, of any nature whatsoever, applicable to, or resulting from, the transactions contemplated by this Agreement shall be borne by the Sellers.

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