Adjustment Amount Sample Clauses

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within 75 days thereof, Parent shall prepare and deliver to the Holder Representative (i) an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date (the “Closing Balance Sheet”), (ii) a calculation of Net Working Capital as of the close of business on the Closing Date (“Closing Date Net Working Capital”), (iii) a calculation of the aggregate amount of all Indebtedness of the Company as of the close of business on the Closing Date (“Closing Date Indebtedness”) and (iv) a calculation of Cash and Cash Equivalents of the Company as of the close of business on the Closing Date (“Closing Date Cash”). The Closing Balance Sheet and calculation of Closing Date Net Working Capital shall be prepared in accordance with United States generally accepted accounting principles (“GAAP”), applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used by the Company in the preparation of the 2014 Financial Statements and not taking into account any of the transactions contemplated hereby. Notwithstanding the foregoing, for purposes of calculating Closing Date Net Working Capital, current assets shall exclude any inventory SKU that has not been sold within the last 12 months and is not returnable, net of any inventory reserve. Following Parent’s delivery of the Closing Balance Sheet, Parent shall provide the Holder Representative and its representatives reasonable access to the relevant records, personnel and (subject to the execution of customary work paper access letters if requested) accountants of the Surviving Corporation and its Subsidiaries relating to the preparation of the Closing Balance Sheet and shall cause the relevant knowledgeable personnel of the Surviving Corporation and its Subsidiaries to reasonably cooperate with the Holder Representative in connection with its review of the Closing Balance Sheet, it being understood that such access shall be provided and cooperation given only when the Holder Representative is reviewing the Closing Balance Sheet. The Auditor shall resolve any dispute between Parent and the Holder Representative as to whether appropriate access has been provided and cooperation given under this Section 3.5(a).
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. (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar days thereof, Buyer shall prepare and deliver to Seller, Buyer’s calculation of (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06.
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).
Adjustment Amount. If any of the Accounts Receivable reflected on the Closing Statement are not collected within one hundred and twenty (120) days following the Closing Date (the “AR Collection Deadline”), then, at Buyer’s election in its sole discretion, the amount of such uncollected Accounts Receivable shall be treated as a post-Closing negative adjustment to the Aggregate Share Consideration on a dollar for dollar basis (the “Adjustment Amount”), in which event all uncollected Accounts Receivable included within the Adjustment Amount (as finally determined in accordance herewith) shall be assigned to Seller for collection in Seller’s discretion for the benefit of Seller. Buyer may notify in writing Seller or the Stockholder Representative of such election at any time from the AR Collection Deadline through the two hundred and fortieth (240th) day following the AR Collection Deadline (such notice date being the “Election Date”).
Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer shall prepare and deliver to Seller a statement (the “Closing Date Statement”) of the Net Working Capital as of the close of business on the day immediately preceding the Closing Date, determined in accordance with the Accounting Principles and without giving effect to the consummation of the Acquisition or any financing transactions in connection therewith (“Closing Date Net Working Capital”) and of the Closing Cash, together with related supporting schedules, calculations and documentation. A sample Closing Date Statement is attached hereto as Exhibit D for illustrative purposes only. Following the Closing, Buyer shall provide Seller and its representatives access to the records, properties and personnel of the Company and its Subsidiaries relating to the preparation of the Closing Date Statement and shall cause the personnel of the Company and its Subsidiaries to reasonably cooperate with Seller in connection with its review of the Closing Date Statement.
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.
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. The Adjustment Amount will equal: