Twelve-Month Adjustment Sample Clauses

Twelve-Month Adjustment. At the close of business on the last ----------------------- business day of the twelfth full month after the Closing Date (the "Second ------ Adjustment Date"), the Parent shall conduct a valuation of the Sub according to --------------- the Valuation Model, attached as Exhibit B. Parent shall then calculate the --------------- --------- "Second Adjustment to Purchase Price" as follows: XXXX = SADV - FADV where XXXX is the Second Adjustment to Purchase Price; SADV is the Second Adjustment Date Value as calculated on the Second Adjustment Date using the Valuation Method; and FADV is the First Adjustment Date Value.
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Twelve-Month Adjustment. On or before July 10, 1998, the Parent ----------------------- shall conduct a valuation of the Sub as of the close of business on June 30, 1998 (the "Second Adjustment Date") according to the Valuation Model. Parent ---------------------- shall then calculate the "Second Adjustment to Purchase Price" as follows: ----------------------------------- XXXX = SADV - FADV where XXXX is the Second Adjustment to Purchase Price; SADV is the Second Adjustment Date Value as calculated on the Second Adjustment Date using the Valuation Model; and FADV is the First Adjustment Date Value.
Sample 1
Twelve-Month Adjustment. At the close of business on June 1, 1998 ----------------------- (the "Second Adjustment Date"), the Parent shall conduct a valuation of the Sub ---------------------- according to the Valuation Method. Parent shall then calculate the "Second Adjustment to Purchase Price" as follows: XXXX = SADV - FADV where XXXX is the Second Adjustment to Purchase Price; SADV is the Second Adjustment Date Value as calculated on the Second Adjustment Date using the Valuation Method; and FADV is the First Adjustment Date Value.
Sample 1

Related to Twelve-Month Adjustment

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

  • 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.

  • Rental Adjustment The lesser of (i) 2%, or (ii) 1.25 times the change in the Price Index, as described in Section 4.02.

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • Rental Adjustments 6.1 The Basic Annual Rent then in effect (and as previously increased pursuant to this Section 6.1) shall be increased each year by three percent (3%) on each annual anniversary of the Term Commencement Date for so long as this Lease continues in effect.

  • Business Day Adjustment If the day by which a payment is due to be made is not a Business Day, that payment shall be made by the next succeeding Business Day unless that next succeeding Business Day falls in a different calendar month, in which case that payment shall be made by the Business Day immediately preceding the day by which such payment is due to be made.

  • 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:

  • Inventory Adjustment (a) No more than three (3) days prior to Closing, a physical count of all saleable inventory, raw materials, castings, grates and other ancillary products included in the Seller Assets (the “Closing Inventory”) shall be carried out at the Designated Plants by representatives of each of the Seller and the Purchaser, which physical count shall be carried out in a manner mutually agreed upon by the parties. For the purposes of this Section 3.1(a), “saleable” inventory shall mean (i) finished goods, which are of first quality and saleable in the ordinary course without discount, and (ii) all raw materials, castings, grates and other ancillary products that are useable in the production of pipe and precast products or otherwise suitable for resale, unless obsolete, damaged or cosmetically impaired. The representatives of each of the Purchaser and the Seller shall attempt, in good faith, to resolve any disputes which may arise during the physical count of the inventory. Upon completion of the physical count of the inventory, the representatives of each of the Seller and the Purchaser shall agree upon and execute a statement setting forth either (i) the final physical count of the inventory in the event that the representatives agree on such final physical count or (ii) the final physical count of the inventory of each of the Seller and the Purchaser in the event that the representatives were unable to resolve in good faith any disputes during the physical inventory count, noting such items of dispute (the “Disputed Seller Inventory Items”) therein. The value of Closing Inventory shall be determined in accordance with the Inventory Methodology. In the event that there are any Disputed Seller Inventory Items, such Disputed Seller Inventory Items shall be resolved following the Closing pursuant to the dispute resolution procedures set forth in Section 3.2 and the final physical count agreed to by the parties or resolved pursuant to Section 3.2 shall be final and binding on the parties, including for purposes of determining the Closing Inventory. (b) No later than 90 days after the Closing Date (or if such day is not a Business Day, the next Business Day), the Purchaser shall deliver to the Seller a certificate executed by the

  • 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.

  • Calculation Each of the foregoing ratios and financial requirements shall be calculated as of the last day of each Fiscal Quarter.

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