Adjustment The difference between the Book Value and market value as of Bank Closing.
Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent: (a) that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or (b) that an equitable adjustment is made or denied under another provision of this Contract.
Adjustment of Grievance The School Board and the employee will attempt to adjust all grievances which may arise during the course of employment of any employee within the School District in the following manner:
Adjustment Procedure (a) Prior to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of the Closing Date, including a computation of the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.
Adjustment of Impositions Impositions imposed in respect of the tax-fiscal period during which the Term terminates shall be adjusted and prorated between Lessor and Lessee, whether or not such Imposition is imposed before or after such termination, and Lessee’s obligation to pay its prorated share thereof after termination shall survive such termination.
Adjustment of Warrant Price The price at which such shares of Warrant Stock may be purchased upon exercise of this Warrant shall be subject to adjustment from time to time as set forth in this Section 4. The Issuer shall give the Holder notice of any event described below which requires an adjustment pursuant to this Section 4 in accordance with the notice provisions set forth in Section 5.
ADJUSTMENT OF GRIEVANCES 8.01 (a) It is the mutual desire of the parties hereto that complaints of employees be adjusted as quickly as possible. To this end it is agreed that periodic meetings will be held between the Company and the Union to discuss the interpretation and administration of this Agreement. 8.01 (b) It is agreed that no grievance shall be processed which usurps the rights of Management. 8.01 (c) It is generally understood that an employee has no grievance until they have given their Xxxxxxx an opportunity to adjust the complaint. This may be done during working hours. (a) The Union shall arrange for the election from its working membership at each camp, by the members therein, of a Union Grievance Committee of three (3), headed by a Union Xxxxxxx who shall act as spokesperson for the Committee. In the absence of the Xxxxxxx the Company will recognize a delegated member of the Grievance Committee as spokesperson. Immediately after an election, the Union Grievance Committee in the camp will notify the xxxxxxx in writing as to the names of the Union Xxxxxxx and the members of the Union Grievance Committee elected and the xxxxxxx will acknowledge in writing the receipt of such notice. The Company xxxxxxx shall not be required to recognize either the Union Xxxxxxx or the Union Grievance Committee until such time as this procedure is carried out. (b) It is agreed that there shall be no discrimination exercised in any manner towards the Stewards or Union Grievance Committee. 8.03 A grievance under the provisions of this Agreement is defined to be any differences between the parties or between the Company and employees covered by this Agreement involving the interpretation, application, administration or alleged violation of any of the provisions of this Agreement. 8.04 Grievances as defined above may be taken by the employee, by the Union Xxxxxxx or the Union representative having jurisdiction directly to the employee's immediate supervisor for adjustment outside of working hours. The grievance shall be presented without undue delay. Any grievance submitted to the xxxxxxx, in accordance with this procedure, in writing, will be disposed of by the xxxxxxx in writing. Where a grievance has been submitted in writing, it will be dealt with in writing at all stages thereafter. Failing a satisfactory adjustment within forty-eight (48) hours, then,
Review and Procedure Limitations The Asset Representations Reviewer will have no obligation (i) to determine whether a Delinquency Trigger has occurred, (ii) to determine whether the required percentage of Noteholders has voted to direct a Review, (iii) to determine which Receivables are subject to a Review, (iv) to obtain or confirm the validity of the Review Materials, (v) to obtain missing or insufficient Review Materials (except to the extent set forth in Section 3.04), or (vi) to take any action or cause any other party to take any action under any of the Basic Documents to enforce any remedies for breaches of any Eligible Representations. The Asset Representations Reviewer will only be required to perform the Tests provided in Exhibit A and will have no obligation to perform additional testing procedures on any ARR Receivables or to consider any additional information provided by any party. The Asset Representations Reviewer will have no obligation to provide reporting or information in addition to that described in Section 3.07. However, the Asset Representations Reviewer may review and report on additional information that it determines in good faith to be material to its performance under this ARR Agreement and may re-perform a Review with respect to an ARR Receivable as contemplated by Section 3.09. The Issuing Entity expressly agrees that the Asset Representations Reviewer is not advising the Issuing Entity or any Noteholder or any investor or future investor concerning the suitability of the Notes or any investment strategy. The Issuing Entity expressly acknowledges and agrees that the Asset Representations Reviewer is not an expert in accounting, tax, regulatory, or legal matters, and that the Asset Representations Reviewer is not providing legal advice as to any matter.
Price Schedule, Payment Terms and Billing, and Price Adjustments (a) Price Schedule: Price Schedule under this Contract is set forth in Exhibit B.
Adjustment of Purchase Price (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.