Consideration Adjustment. The Parties agree to treat all payments made pursuant to this Article IX as adjustments to the Cash Distribution for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.
Consideration Adjustment. The Parties agree to treat all payments made pursuant to this ARTICLE X as adjustments to the purchase price for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.
Consideration Adjustment. (1) HCA reserves the right to adjust, via unilateral amendment, the Contract Maximum Amount listed on page one (1) of this Contract in order to provide, within the limits of the State Fiscal Year budget allocation, an adjusted payment to the Contractor when:
Consideration Adjustment. (a) No later than the tenth business day following the Closing (the “Initial Working Capital Adjustment Date”), Buyer shall deliver to Seller: (i) an unaudited estimated balance sheet of the Company as of the close of business on the Closing Date (“Estimated Closing Balance Sheet”), which shall reflect Buyer’s reasonable good faith estimate of the amount of Working Capital on the Company’s balance sheet as of the Closing Date (“Estimated Closing Working Capital”), (ii) an unaudited statement of estimated capital expenditures made by the Company for the period beginning July 3, 1999 and ending as of the close of business on the Closing Date (“Estimated Closing Capital Expenditures”), (iii) a statement of the calculations and supporting detail of the Estimated Closing Balance Sheet, the Estimated Closing Working Capital and Estimated Closing Capital Expenditures and (iv) a certificate signed by Buyer to the effect that each of the foregoing items described in clauses (i), (ii) and (iii) were determined in accordance with the procedures set forth in this Section 2.3. Seller shall have the right to review any work papers relating to the calculations described in the preceding sentence; provided that such review shall not unreasonably interfere with the operations of Buyer or the Company. The Estimated Closing Balance Sheet and the statements of Estimated Closing Capital Expenditures shall be prepared in accordance with GAAP and in a manner consistent with the Company’s accounting policies used in the preparation of the 1999 Balance Sheet (as defined in Section 6.5(a) hereof) and the related statements of operations and cash flows and shall take into account all actions taken or required to be taken by Seller or Parent on or prior to the Closing on the Closing Date, but without regard to actions taken by Buyer after the Closing on the Closing Date. For purposes of this Agreement, “
Consideration Adjustment. The Consideration shall be adjusted (a) upward by an amount equal to the applicable Capital Contribution Adjustment Amount and (b) downward by the applicable Additional Distribution Amount.
Consideration Adjustment. If the Aggregate Net Worth Amount is less than the Aggregate Required Net Worth Amount, then the Merger Consideration shall automatically be reduced by the amount of such shortfall; provided that the amount of such reduction shall in no event exceed $1,447,000.
Consideration Adjustment. The Parties agree to treat all payments made pursuant to this Article 10 as adjustments to the capital contribution for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Body with competent jurisdiction.
Consideration Adjustment. (a) Subject to the completion of any adjustments required under this Section 1.4, (i) the Europe/USA Region Shareholders listed on the Final Master Shareholder List under the Europe/USA Region Agreement as owning Shares of NewCo 1, JLW USA, JLW Supply or JLW Continuation (the "JLW England Shareholders") and the JLW England ESOT Sub Trust shall collectively be entitled to receive 697,736 Adjustment Shares (the "JLW England Adjustment Shares"), (ii) the Europe/USA Region Shareholders listed on the Final Master Shareholder List under the Europe/USA Region Agreement as owning Shares of NewCo 2 (the "JLW Scotland Shareholders") and the JLW Scotland ESOT Sub Trust shall collectively be entitled to receive 22,456 Adjustment Shares (the "JLW Scotland Adjustment Shares"), (iii) the Europe/USA Region Shareholders listed on the Final Master Shareholder List under the Europe/USA Region Agreement as owning Shares of JLW Ireland (the "JLW Ireland Shareholders") and the JLW Ireland ESOT Sub Trust shall collectively be entitled to receive 44,642 Adjustment Shares (the "JLW Ireland Adjustment Shares"), (iv) the Asia Region Shareholders and the Asia Region ESOT Sub Trust shall collectively be entitled to receive 329,750 Adjustment Shares (the "Asia Region Adjustment Shares") and (v) the Australasia Region Shareholders and the Australasia Region ESOT Sub Trust shall collectively be entitled to receive 147,099 Adjustment Shares (the "Australasia Region Adjustment Shares").
Consideration Adjustment. For all tax purposes, Purchaser and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unless a final determination provides otherwise.
Consideration Adjustment. The Company, Parent, Purchaser, the Seller Representative and the Sellers agree to treat each indemnification payment pursuant to this Article VII as an adjustment to the Consideration for all Tax purposes and shall take no position contrary thereto unless required to do so by applicable Law in respect of Taxes.
