Proposed Adjustments definition

Proposed Adjustments has the meaning set forth in Section 2.3(b)(ii).
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Proposed Adjustments shall have the meaning set forth in Section 4.3(f) hereof.
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Proposed Adjustments has the meaning given to such term in Clause 8(b)(i) (Adjustment Event);
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Examples of Proposed Adjustments in a sentence

  • The IRS has audited the 2010, 2011 and 2012 US federal tax returns of APL Limited and has issued a Notice of Proposed Adjustments ("NOPA") in July 2015, raising the same issues that were raised in the 2007 to 2009 cycle.

  • Thereafter, Sellers and Purchaser shall work in good faith to resolve any differences that remain with respect to the Proposed Adjustments.

  • The Surviving Corporation shall pay to the Stockholders on demand all reasonable costs and expenses (including reasonable attorneys' and accountants' fees) that the Stockholders may incur in contesting such Proposed Adjustments.

  • Thereafter, Seller and Buyer shall work in good faith to resolve any differences that remain with respect to the Proposed Adjustments.

  • If any of the Proposed Adjustments are not so resolved (the “Unresolved Adjustments”) within thirty (30) days after Purchaser’s notice to Sellers of its rejection of any Proposed Adjustments, then the Unresolved Adjustments shall be submitted to a mutually agreed firm with no material relationships with Sellers, Purchaser, or any of their respective Affiliates and with accounting expertise and relevant experiences in resolving similar purchase price adjustment disputes (the “Accounting Firm”).

  • MCI and the U.S. Purchaser shall seek in good faith to resolve any differences that remain in relation to the Proposed Adjustments and to reach agreement in writing on any Proposed Adjustments not accepted by the U.S. Purchaser.

  • If any of the Proposed Adjustments are not so resolved (the “Unresolved Adjustments”) within sixty (60) days after the U.S. Purchaser’s receipt of MCI’s notice of the Proposed Adjustments, the Unresolved Adjustments may be submitted at the request of either MCI or the U.S. Purchaser to the Chicago office of Ernst & Young LLP or another internationally recognized independent public accounting firm as shall be agreed upon by MCI and the U.S. Purchaser in writing (the “Accounting Firm”) for arbitration.

  • As a result of its examinations, the Service issued Reports of Proposed Adjustments asserting income tax deficiencies which, by including interest and state income taxes for the periods examined and the Company's estimates of similar adjustments for subsequent periods through December 31, 1993, would total $6,100,000.

  • The Commissioner shall send the Notice of Proposed Adjustments to the Tax Matters Partner.

  • The IRS has issued a Notice of Proposed Adjustments to Affected Items of a partnership for one of the transactions and the affected partnership has submitted a Protest contesting the adjustments.


More Definitions of Proposed Adjustments

Proposed Adjustments has the meaning set forth in Section 2.01(d).
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Proposed Adjustments has the meaning set forth in Section 2.10(b)(ii). Public Official means (i) any officer, employee or representative of any Governmental Authority; (ii) any officer, employee or representative of any commercial enterprise that is owned or controlled by a Governmental Authority; (iii) any officer, employee or representative of any public international organization, such as the African Union, the International Monetary Fund, the United Nations or the World Bank; (iv) any person acting in an official capacity for any Governmental Authority identified above; and (v) any political party, party official or candidate for political office.
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Proposed Adjustments has the meaning specified in Section 5.12. Table of Contents
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Proposed Adjustments has the meaning set forth in Section 2.10(b)(ii). Public Official means (i) any officer, employee or representative of any Governmental Authority; (ii) any officer, employee or representative of any commercial enterprise that is owned or controlled by a Governmental Authority; (iii) any officer, employee or representative of any public international organization, such as the African Union, the International Monetary Fund, the United Nations or the World Bank; (iv) any person acting in an official capacity for any Governmental Authority identified above; and (v) any political party, party official or candidate for political office. Purchase Price has the meaning set forth in Section 2.05(a)(i).
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Related to Proposed Adjustments

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Buy In Adjustment Amount shall have the meaning specified in Section 6.

  • Disputed Amount means an amount which Customer disputes. A Disputed Amount may relate to the whole or part of an invoice(s).

  • Spread Adjustment means 100 basis points.

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

  • Disputed Amounts has the meaning set forth in Section 2.04(c)(iii).

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Lot line adjustment means the relocation of the property boundary line in a

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • SOFR Adjustment means 0.10% (10 basis points).

  • Credit Adjustment shall have the meaning specified in Section 3.02.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Maximum Settlement Amount means the maximum amount the Company may be required to pay pursuant to this Settlement, which is the sum of Three Hundred Thousand Dollars ($300,000), excluding any of the Company’s employer-side share of FICA, FUTA, and other similar, mandatory employer-side payroll taxes. In no event shall the Maximum Settlement Amount exceed the foregoing sum.

  • Term SOFR Adjustment means a percentage equal to 0.10% per annum.