Working Capital and Other Adjustments Sample Clauses

Working Capital and Other Adjustments. 5 1.5 Pre-Closing Restructuring 6 1.6 Seller as Representative of the Other Owner Parties 6
Sample 1
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Working Capital and Other Adjustments. (a) Within 40 days after the Closing Date, Buyer will deliver to Seller a calculation with supporting documentation of Closing Working Capital and the resulting Purchase Price, consistent with the sample calculation and methodology set forth in Schedule IV and the definition of Closing Working Capital. If Seller disagrees with such calculation of the Closing Working Capital and the resulting Purchase Price, Seller shall, within 30 days after receipt of Buyer’s calculation and supporting documentation of Closing Working Capital, deliver a notice (an “Objection Notice”) to Buyer setting forth Seller’s good faith objections. Buyer shall make available to Seller copies of all relevant documentation used in its calculation, if any, and shall provide Seller reasonable access to the books and records and personnel of the Company for the purpose of determining the correctness of Buyer’s calculation of Closing Working Capital. If Seller does not deliver the Objection Notice to Buyer within 30 days after receipt by Seller of Buyer’s calculation and supporting documentation of Closing Working Capital, Buyer’s calculation of Closing Working Capital and the resulting Purchase Price will be conclusively presumed to be true and correct in all respects and will be final and binding upon the parties. Seller and Buyer will use their respective commercially reasonable efforts to resolve any disagreements as to the computation of Closing Working Capital and the resulting Purchase Price, but if they do not obtain a final resolution within 30 days after Buyers’ receipt of the Objection Notice, then either party may elect to submit all amounts remaining in dispute to the Neutral Auditor. Upon such election, Buyer and Seller will direct the Neutral Auditor to render a determination within 45 days of its retention and Buyer and Seller will cooperate with the Neutral Auditor during its engagement. The Neutral Auditor will consider only those items and amounts set forth in the Objection Notice that Buyer and Seller are unable to resolve; provided that each of Buyer and Seller shall be entitled to make a presentation to the Neutral Auditor regarding the items and amounts that they are unable to resolve and neither Buyer nor Seller will meet separately with the Neutral Auditor. In making its determination, the Neutral Auditor shall (i) be bound by the terms and conditions of this Agreement, including the definition of Closing Working Capital, Schedule IV and the terms of this Section ...
Sample 1
Working Capital and Other Adjustments. (a) If the Minimum Net Working Capital exceeds the calculation of the Net Working Capital set forth in Sellers’ Closing Estimate (the “Estimated Net Working Capital”), then Buyer shall be permitted to withhold from the payment of the Closing Consideration an amount equal to the amount by which the Minimum Net Working Capital exceeds the Estimated Net Working Capital (the “NWC Withheld Amount”).
Sample 1
Working Capital and Other Adjustments. (a) As soon as practicable (and in no event later than 90 days after the Closing Date), Parent shall cause to be prepared and delivered to Xx. Xxxxxx (i) a calculation of the Closing Working Capital (the “Working Capital Report”), including such schedules and data as may be reasonably appropriate to support such calculation and (ii) a report (the “Closing Date Cash Report”) detailing the amount of cash and cash equivalents held by each of Codina Group and its wholly owned subsidiaries on a consolidated basis, and each of the Codina Property Entities other than the Specified Entities as of the Closing Date (the “Closing Date Cash”). Xx. Xxxxxx and his accountants shall be entitled to review the Working Capital Report, the Closing Date Cash Report, and any working papers, trial balances and similar materials relating to the Closing Working Capital and Closing Date Cash prepared by Parent or its accountants. Parent shall also provide Xx. Xxxxxx and his accountants with timely access, during Parent’s normal business hours, to Parent’s personnel and the properties, books and records to the extent related to the determination of the Closing Working Capital or the Closing Date Cash. For purposes of calculating Closing Date Cash, cash shall exclude the aggregate amount of all, outstanding checks and pending wire transfers as of the Closing Date and shall include all deposits in transit.
Sample 1
Working Capital and Other Adjustments. (a) Not later than four (4) business days prior to the Closing Date, Company shall deliver to Parent a statement of Base Working Capital. “
Sample 1
Working Capital and Other Adjustments. (a) As promptly as possible and in any event no later ninety (90) days after the Effective Time, Seller shall prepare or cause to be prepared, and will deliver to Buyer a balance sheet of Seller as of the Effective Time, including footnotes thereto (the “Effective Time Balance Sheet”), together with a written statement setting forth in reasonable detail its determination of the Net Working Capital, Fixed Assets and Prepaid Expenses as of the Closing Date. The Effective Time Balance Sheet shall be determined and computed in accordance with GAAP using the accounting principles historically utilized by Seller in the preparation of the Financial Statements. Buyer, its representatives and accountants shall have reasonable access to the work papers used by Seller in the preparation of the Effective Time Balance Sheet and the calculation of the Net Working Capital, Fixed Assets and Prepaid Expenses for the purposes of verifying the accuracy and fairness of the preparation of the Effective Time Balance Sheet.
Sample 1

Related to Working Capital and Other Adjustments

  • Working Capital and Other Reserves At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain working capital reserves in such amounts as the General Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time, including upon liquidation of the Partnership under Article XIII.

  • Dilution and Other Adjustments The existence of this Option shall not impair the right of the Partnership or Alliance Holding or their respective partners to, among other things, conduct, make or effect any change in the Partnership’s or Alliance Holding’s business, any issuance of debt obligations or other securities by the Partnership or Alliance Holding, any grant of options with respect to an interest in the Partnership or Alliance Holding or any adjustment, recapitalization or other change in the partnership interests of the Partnership or Alliance Holding (including, without limitation, any distribution, subdivision, or combination of limited partnership interests), or any incorporation of the Partnership or Alliance Holding. In the event of such a change in the partnership interests of the Partnership or Alliance Holding, the Board shall make such adjustments to this Option, including the purchase price specified in Section 1, as it deems appropriate and equitable. In the event of incorporation of the Partnership or Alliance Holding, the Board shall make such arrangements as it deems appropriate and equitable with respect to this Option for the Participant to purchase stock in the resulting corporation in place of the Units subject to this Option. Any such adjustment or arrangement may provide for the elimination of any fractional Unit or shares of stock which might otherwise become subject to this Option. Any decision by the Board under this Section shall be final and binding upon the Participant.

  • Capital Adequacy and Other Adjustments In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder, then Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Borrower and Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

  • Corrective and Other Allocations In the event of any allocation of Additional Book Basis Derivative Items or any Book-Down Event or any recognition of a Net Termination Loss, the following rules shall apply:

  • Taxes and Other Payments 7.1. Unless otherwise specifically provided for in this Agreement, the Company shall not be liable for the payment of taxes or other payments for which the Employee is responsible as result of this Agreement or any other legal provision, and the Employee shall be personally liable for such taxes and other payments.

  • Improper and Other Payments (a) Neither the Company, any director, officer, employee thereof, nor any agent or representative of the Company nor any person acting on behalf of any of them, has made, paid or received any unlawful bribes, kickbacks or other similar payments to or from any person or authority, (b) no contributions have been made, directly or indirectly, by the Company to a domestic or foreign political party or candidate; and (c) the internal accounting controls of the Company are believed by the Company’s management to be adequate to detect any of the foregoing under current circumstances.

  • Income and Other Taxes Except as otherwise expressly stated herein: (i) the BNPP Entities have no obligation or responsibility to Customer with respect to the accounting or reporting of income or other taxes with respect to the execution, delivery and performance of this Agreement, each related agreement and each transaction hereunder or thereunder (for the sake of clarity, including without limitation, with respect to any related margin lending agreement and each related transaction) (each a “Transaction”), including, without limitation, unrelated business taxable income under section 514 of the Code; and (ii) Customer shall alone be responsible for the payment of any and all taxes and related penalties, interests and costs arising from or relating to the Transactions. Customer represents and warrants, on and as of the date hereof and each date any Transaction remains outstanding, that Customer has in place policies and procedures necessary to ensure proper accounting and reporting of any and all taxation of the Customer and/or Accounts in connection with the Transactions.

  • Taxes and Other Impositions Mortgagor will pay, or cause to be paid, all taxes, assessments and other charges or levies imposed upon or against or with respect to the Property or the ownership, use, occupancy or enjoyment of any portion thereof, or any utility service thereto, as the same become due and payable without premium or penalty, including but not limited to all real estate taxes assessed against the Property or any part thereof, and shall deliver promptly to Mortgagee such evidence of the payment thereof as Mortgagee may require. Notwithstanding the foregoing, Mortgagor shall not be required to pay any such taxes, assessments, charges or other levies so long as Mortgagor shall in good faith, and at its cost and expense, contest the amount or validity thereof, or take other appropriate action with respect thereto, in good faith and in an appropriate manner or by appropriate proceedings; provided that (a) Mortgagor notifies Mortgagee in advance that Mortgagor intends to initiate such proceedings, (b) such proceedings operate to prevent the collection of, or other realization upon, the taxes, assessments, charges or other levies so contested, (c) there will be no sale, forfeiture or loss of the Property during the contest, (d) Mortgagee shall not be subjected to any claim, cost, liability or expense as a result thereof, and (e) Mortgagor provides assurances satisfactory to Mortgagee (including, without limitation, the establishment of an appropriate reserve account with Mortgagee) of its ability to pay such taxes, assessments, charges and other levies in the event Mortgagor is unsuccessful in its contest. Each such contest shall be promptly prosecuted to final conclusion or settlement, and Mortgagor shall indemnify and save Mortgagee harmless against all claims, cost, liability or expense as a result thereof or in connection therewith. Promptly after the settlement or conclusion of such contest or action, Mortgagor shall pay and discharge the amounts which shall be levied, assessed or imposed or determined to be payable, together with all penalties, fines, interests, costs and expenses in connection therewith.

  • Protection Against Dilution and Other Adjustments 6.1 The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 6; provided, that there shall be no adjustment in the number of Warrant Shares issuable upon exercise of this Warrant upon any adjustment of the Exercise Price pursuant to this Section 6. Upon each such adjustment of the Exercise Price pursuant to this Section 6, the Holder shall thereafter prior to the Expiration Date be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of Warrant Shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.

  • Tax and Other Liabilities Neither Seller nor any Seller Subsidiary has any liability of any nature, accrued or contingent, including without limitation liabilities for Taxes and liabilities to customers or suppliers, other than the following:

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