Adjustment Amount Sample Clauses

Adjustment Amount. (a) Schedule 2.16 sets forth a sample calculation of the Adjustment Amount and the Target Adjustment Amount as of the Balance Sheet Date (the “Sample Closing Statement”), including the asset, liability and other line items and accounting principles used in such calculation, and assuming that all of such asset and liability line items that constitute Mallinckrodt Assets or Mallinckrodt Liabilities under this Agreement will be transferred to Mallinckrodt as of the Distribution. (b) Within sixty (60) days after the Distribution Date, Mallinckrodt shall cause to be prepared and delivered to Covidien a statement (the “Closing Statement”) setting forth (i) the Adjustment Amount and the calculation of the Adjustment Amount and (ii) the Target Adjustment Amount and the calculation of the Target Adjustment Amount. The Closing Statement shall be prepared in accordance with the Transaction Accounting Principles, including the use of the same line items and line item entries, set forth on and used in the preparation of the Sample Closing Statement; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement which cannot be appropriately placed in line items previously used by Mallinckrodt, but that constitute Mallinckrodt Assets or Mallinckrodt Liabilities, will also be included to the extent consistent with the Transaction Accounting Principles. (c) Within thirty (30) days following receipt by Covidien of the Closing Statement, Covidien shall deliver written notice to Mallinckrodt of any dispute Covidien has with respect to the preparation or content of the Closing Statement (the “Dispute Notice”); provided, however, that if Covidien does not deliver any Dispute Notice to Mallinckrodt within such thirty (30)-day period, the Closing Statement will be final, conclusive and binding on the Parties. Any Dispute Notice shall (i) set forth in reasonable detail the basis for any dispute included therein, the amounts involved and Covidien’s determination of the Adjustment Amount and/or the Target Adjustment Amount (as applicable) and (ii) include only disagreements based on the Adjustment Amount and/or the Target Adjustment Amount (as applicable) not being calculated properly in accordance with this Agreement or containing mathematical errors. Upon receipt by Mallinckrodt of a Dispute Notice, Mallinckrodt and Covidien shall negotiate in good faith to resolve any dispute set forth therein. If Mallinckrodt and ...
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Adjustment Amount. As provided in Section 2.7(b), the amount by which Buyer's account is to be credited or charged, as reflected on the Adjustment List.
Adjustment Amount. The Adjustment Amount (which may be a positive or negative number) will be equal to (a) the consolidated stockholders' equity of the Acquired Companies as of the Closing Date determined in accordance with GAAP, minus (b) $ .
Adjustment Amount. (a) The "Adjustment Amount" (which may be a positive or negative number) will be equal to: (i) the combined stockholders' equity of the Realty One Companies as of the Effective Time determined in accordance with GAAP (ii) the sum of: (1) $3,702,407 (calculated as shown on the Projected Closing Combined Balance Sheet attached as Exhibit 2.5(a)); and (2) all amounts held as of the Effective Time (whether in cash, cash equivalents or immediately available funds) in trust accounts or for the benefit of third parties or payments or deposits for future work or services. (b) Notwithstanding any other provision of this Agreement, solely for purposes of calculating the combined stockholders' equity of the Realty One Companies as of the Effective Time (which calculation shall be made in a manner consistent with the Projected Closing Combined Balance Sheet attached as Exhibit 2.5(a), except as otherwise provided below): (i) the amount of the following assets and liabilities of the Realty One Companies as of the Effective Time shall be determined as follows: (A) the liabilities set out below shall not be accrued as a liability of the Realty One Companies for purposes of calculating the combined stockholders' equity: (1) accrued vacation pay, sick leave and personal leave; (2) United States federal and Ohio state income Taxes; (3) accrued real property lease expense, including any adjustment to real property rental payments or lease expense on a straight line basis, up to an amount of $225,000; (B) deposits up to an amount of $25,000 in connection with capital leases shall be deemed to be applied as a payment against such obligations and shall also be included as an asset on the balance sheet; (C) Commissions Receivable and Commissions Payable shall be recognized as of the date of execution by all parties of a Contract giving rise to such receivable; (D) the Allowance for Cancellations with respect to the Gross Commissions Receivable shall not be less than twenty-one percent of the Gross Commissions Receivables and a corresponding allowance with respect to Commissions Payable shall be maintained; (E) the amount of the Litigation Reserve shall not be less than $150,000; (F) the amount of the Commercial Brokerage Division Allowance for Uncollectibles shall not be less than 26.10% of the Commercial Brokerage Division Gross Receivables. (G) the $30,000 investment by R-ONE in Realty Relocation Services shall be listed as an asset of R-ONE; (H) gain or loss on sale of the Sh...
Adjustment Amount. The “Adjustment Amount” will be the sum of the following amounts: the Net PPE Adjustment, plus the Net Other Regulatory Amount, plus the Working Capital Amount, minus the OPEB Adjustment Amount. As used herein:
Adjustment Amount. In the event of any change in the [***] from the [***] determined as of the immediately preceding Benchmark Date, each Monthly Recurring Charge shall be modified in an amount equal to [***]; provided, however, that although there shall [***] adjustment under this provision, any [***] adjustment that [***] applied will be used to [***] any [***] adjustments until such time as the [***] of such [***] adjustments have been [***] (i.e. if there is an [***] will be used to [***] has been [***]). In addition to the foregoing, there shall be [***] adjustment under this Section 2.1.5(b) as a result of a change in the [***] during the period commencing on August 4, 2010 and ending on the In Service Date unless the such change is [***] of the [***] as of August 4, 2010 and only by an amount equal to [***] of the adjustment that [***] apply under this Section 2.1.5(b).
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Adjustment Amount. Without duplication, all amounts owed pursuant to Sections 1.04(b)(i) and (ii) shall be aggregated, and the net amount (if any) owed by Buyer to Seller, on the one hand, or by Seller to Buyer, on the other hand, is referred to as the “Adjustment Amount”; it being understood and agreed that if the net effect pursuant to this Section 1.04(c) is an increase in the Closing Date Purchase Price, then Buyer shall make a cash payment to Seller of the Adjustment Amount, and if the net effect pursuant to this Section 1.04(c) is a decrease in the Closing Date Purchase Price, then Seller and Buyer shall jointly instruct the Escrow Agent to pay to Buyer from the Indemnification Escrow Amount and the Transaction Incentive Plan Indemnity Amount in the Escrow Fund (in accordance with the Escrow Agreement) an aggregate amount equal to the Adjustment Amount; provided, however that to the extent the Indemnification Escrow Amount and the Transaction Incentive Plan Indemnity Amount are together insufficient to pay the full Adjustment Amount, then an amount equal to the excess of the Adjustment Amount over the amount paid to Buyer from the Indemnification Escrow Amount and the Transaction Incentive Plan Indemnity Amount shall be paid by Seller by wire transfer of immediately available funds. The Adjustment Amount shall be calculated as an adjustment to the Aggregate Consideration. Payment of the Adjustment Amount shall be effected by wire transfer of immediately available funds to an account designated by the recipient Party within five Business Days after the Final Determination Date.
Adjustment Amount. If, on the basis of the Final Closing Date Statement, the Purchase Price deviates from the Preliminary Purchase Price, the following shall apply: a) if and to the extent the Purchase Price falls short of the Preliminary Purchase Price: (i) if any Disputed Amount remains on the Escrow Account, the Parties shall jointly instruct the Escrow Agent to release the amount from the Disputed Amount to the Purchaser; and (ii) if, taking into account the initially deposited Disputed Amount, any difference by which the Purchase Price falls short of the Preliminary Purchase Price remains, the Sellers shall pay to the Purchaser an amount equal to such difference; or b) if and to the extent the Purchase Price exceeds the Preliminary Purchase Price: (i) if any Disputed Amount remains on the Escrow Account, the Parties shall jointly instruct the Escrow Agent to release (i) an amount equal to the portion of the Disputed Amount by which the Purchase Price exceeds the Preliminary Purchase Price to the Sellers and (ii) an amount equal to the remaining portion of the amount equal to the Disputed Amount, if any, to the Purchaser; and (ii) if, taking into account the initially deposited Disputed Amount, any difference by which the Purchase Price exceeds the Preliminary Purchase Price remains, the Purchaser shall pay to the Sellers an amount equal to such difference (any such amount, the Adjustment Amount). The Adjustment Amount payable by the Sellers or the Purchaser pursuant to lit. a) respectively b) shall become due on the fifth (5th) Business Day after the Closing Date Statement has become final and binding on the Parties.
Adjustment Amount. The insured’s net monthly benefit will be increased by three (3%) percent. Each adjustment will be added to the insured’s net monthly benefit and will be paid monthly.
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