Accounting Adjustment definition
Examples of Accounting Adjustment in a sentence
No later than 15 days after the Closing Date, Chri▇ ▇▇▇▇▇▇, ▇▇lls, Shirley, Ecke▇ & ▇ass▇▇▇, ▇▇28 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (▇▇e "Shareholder Representative"), will deliver to Parent and Sub a statement (the "Accounting Adjustment") setting forth the Shareholders' determination of the Adjusted Merger Consideration as adjusted pursuant to Section 1.02(b)(iii) and the calculation thereof, certified by the Shareholders to be accurate as of the date delivered.
On a monthly basis, the Corporations shall: o reimburse CPCRC for all actual out-of-pocket costs and expenses incurred in relation to the provision of Services other than those costs and expenses otherwise accounted for pursuant to clause 6(a) of the Accounting Adjustment; and o pay a monthly fee equal to the estimated allocated cost (including benefits) of ConocoPhillips personnel or subcontractors providing the Services plus an overhead rate of [Redacted] on such costs.
An amount equal to the Accounting Adjustment Estimate will be deducted from the Base Price to calculate the Purchase Price (resulting in a decrease in the Purchase Price if the Accounting Adjustment is a positive amount and a reduction if it is a negative amount) as provided in Section 2.1 of the Agreement.
If Buyer and Companies reach written agreement with respect to a reduction in the Purchase Price, Buyer shall not be entitled to indemnification as contemplated under Article 9 with respect to the Accounting Adjustment.
The Interim Statement of Adjustments shall include reasonable detail of the calculation of the Accounting Adjustment Estimate.
All Subscriber Adjustments, Guaranteed Merger Consideration Adjustments, and Accounting Adjustment payable to the Shareholders shall be paid in additional Closing Shares, to the extent possible, or in cash otherwise.
For avoidance of doubt, positive and negative accounting adjustments shall be netted and if Buyer and Companies reach written agreement with respect to a reduction in the Purchase Price with respect to an Accounting Adjustment, the reduction in the Purchase Price shall not apply to the Basket Amount set forth in Section 9(e)(ii).
As used herein and in the Loan Agreement, the term "Membership Accounting Adjustment" shall mean the then-remaining amount of a one-time adjustment in an amount not to exceed $25,000,000 (net of the effect of taxes on income) in connection with a change in the accounting principles applicable to the recognition of revenue from the sale of club membership.