Adjusted Aggregate Value Clause Samples

Adjusted Aggregate Value. Five (5) business ------------------------ days prior to the Closing Date, the Owners shall cause to be prepared and delivered to each of the Interested Persons the Owners' good-faith estimate of the amounts of Current Assets, Current Liabilities and Long-Term Liabilities as of the Adjustment Time, together with the Owners' calculation of the Estimated Working Capital Adjustment and the Estimated Long-Term Liabilities Adjustment as of the Adjustment Time based upon such estimates, which shall be used for purposes of determining the Estimated Adjusted Aggregate Value as of the Adjustment Time. Promptly after the Closing Date, the Interested Persons shall engage Coopers & ▇▇▇▇▇▇▇ L.L.P. (the "ACCOUNTANTS") to conduct an audit of the Current Assets, the Current Liabilities and the Long-Term Liabilities as of the Adjustment Time, and the Interested Persons shall use their best efforts to cause the Accountants to complete such audit and deliver to each of the Interested Persons and the Owners within sixty (60) days after the Closing Date the Accountants' determination of Current Assets, Current Liabilities and Long-Term Liabilities as of the Adjustment Time, and the Working Capital Adjustment and Long-Term Liabilities Adjustment as of the Adjustment Time collectively (the "ACCOUNTANTS' NET DETERMINATION"), together with the certification of the Accountants that the balances of Current Assets, Current Liabilities and Long-Term Liabilities were determined in accordance with the terms of this Agreement (the "ACCOUNTANTS' REPORT"). The fees and expenses of the Accountants in preparing the Accountants' Report shall be paid one-half by the Owners and one-half by the Interested Persons. The Interested Persons and the Owners shall have a period of sixty (60) days following receipt of the Accountants' Report to review the books and records of the Companies for purposes of determining whether they agree with the Accountants' Report and the determination of the Working Capital Adjustment, the Long- Term Liabilities Adjustment, Current Assets, Current Liabilities and Long-Term Liabilities set forth therein, and the Interested Persons shall give the Owners and their respective representatives access to the books and records of the Companies for such purpose. If any party disagrees with either the Working Capital Adjustment or the Long-Term Liabilities Adjustment determined based upon the Accountants' Report, such party (whether one or more than one, each a "DISPUTING PARTY"...
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Adjusted Aggregate Value. 27 4.6 TASTEMAKER B.V. VALUE. . . . . . . . . . . . . 31 4.7
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Related to Adjusted Aggregate Value

  • Annual Percentage Rate Each Receivable has an APR of not more than 25.00%.

  • Reallocation to a Class with a Lower Salary Range Maximum 1. If the employee meets the skills and abilities requirements of the position and chooses to remain in the reallocated position, the employee retains the existing appointment status and has the right to be placed on the Employer’s internal layoff list for the classification occupied prior to the reallocation. 2. If the employee chooses to vacate the position or does not meet the skills and abilities requirements of the position, the layoff procedure specified in Article 31 of this Agreement applies.

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  • Over-Allowance Amount On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. If, after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) below, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount and, in any event, prior to the commencement of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenant.