Agreed Adjustment definition
Examples of Agreed Adjustment in a sentence
On or before the fifth day following the earlier to occur of the expiration of the Response Period and the date Purchaser receives Sellers' Representative's statement of discrepancies, Purchaser or the Sellers, as the case may be, shall pay the portion of the Adjustment Amount, if any, as to which there is no discrepancy (the "Agreed Adjustment Amount") and in accordance with each Seller's Ownership Percentage, if the Agreed Adjustment Amount is owing from the Purchaser.
In addition to the Purchase Price, Purchaser shall pay to Seller the Agreed Adjustment Amount, as determined in accordance with Section 7.2. The total amount payable by Purchaser at Closing (the “Closing Payment”) shall be the sum of the Purchase Price and the Agreed Adjustment Amount.
In lieu of making adjustments or apportionments in respect of distributable income, working capital or other amounts, the parties have agreed to make one aggregate adjustment by Purchaser’s payment to Seller on the Closing Date of the Agreed Adjustment Amount.
In the event Purchaser and Seller resolve any differences as to the Adjustment Amount (the “Agreed Adjustment Modifications”), the Adjustment Amount set forth in the Preliminary Adjustment Statement, as adjusted by the Agreed Adjustment Modifications, shall be final and binding as the Adjustment Amount for all purposes of this Agreement.
The Independent Accountants shall promptly render a decision on the issues presented and shall provide the Purchaser and the Sellers' Representative with a statement of the amount owing, taking into account the payment of the Agreed Adjustment Amount (the "Final Adjustment Amount"), and such decision shall be final and binding on the parties.
In addition to the foregoing, to the extent that Seller holds at the Closing Date any proceeds attributable to the Production Payment Hydrocarbons and Seller and Buyer have reached agreement as to amounts of proceeds (whether estimated or final) owed to Buyer (such amount, the "Agreed Adjustment"), then the amount of the Purchase Price to be delivered at the Closing by Buyer shall be reduced by the Adjustment Amount.
At Closing Date I, the Underwriter shall have received the favorable opinion of Wilentz, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.A., counsel to the Company, dated Closing Date I, addressed to the Underwriters and in form and substance reasonably satisfactory to Gersten, Savage, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Representative, in substantially the form attached as Exhibit A hereto.
On or before the fifth (5th) day following the earlier to occur of the expiration of the Response Period and the date Purchaser receives Seller's statement of discrepancies, Purchaser or Seller, as the case may be, shall pay the portion of the Adjustment Amount, if any, as to which there is no discrepancy (the "Agreed Adjustment Amount").
Following the end of the second calendar quarter of 2009, Holdco and Manager shall agree upon an adjustment for Bad Debt, refunds of Resident payments, other cash adjustments and other reserves (the “Agreed Adjustment”), and the Estimated Base Management Fees paid in each month following such agreement shall be based on the Gross Revenues for the most recent month for which the actual Gross Revenues have been determined and shall be reduced by the Agreed Adjustment.
The amount of the Bonus shall be (A) the sum of all federal, state and local income, employment, social security and unemployment taxes and any interest expense or penalties thereon ("Taxes") attributable to the Agreed Adjustment less (B) the Tax Benefit Offset, as hereinafter defined, divided by the reciprocal of the maximum combined federal, state and local (net of federal benefit) income tax rates in effect in the year of payment (the "Gross-Up Factor").