Adjustment Calculations Sample Clauses
Adjustment Calculations. The Estimated Net Working Capital and Closing Date Net Working Capital will be calculated as follows:
(i) The Company and the Sellers shall deliver to Purchaser not less than two Business Days prior to the anticipated Closing Date an estimated balance sheet of the Company prepared as of the Effective Time, which shall be reflected on a preliminary statement consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that if such consent has been withheld and no agreement between the Sellers and Purchaser can be reached after good faith negotiations during such period, the estimated balance sheet as initially delivered shall be used for purposes of this Section 2.3(b)(i)) (the “Preliminary Balance Sheet”) that sets forth a good faith estimate of the Closing Date Net Working Capital (including the effect of the Pre-Closing Distribution) (the “Estimated Net Working Capital”), which Preliminary Balance Sheet and Estimated Net Working Capital shall be prepared and calculated on a basis consistent with the preparation and calculation of the example set forth in Exhibit C (so long as such preparation and calculation is in accordance with the definition of Closing Date Net Working Capital). If the Estimated Net Working Capital is less than the Target, the Initial Purchase Price payable at the Closing as provided in Section 2.1(b) shall be reduced by 73.1% of the amount of such difference. If the Estimated Net Working Capital is greater than the Target, the Initial Purchase Price payable at Closing as provided in Section 2.1(b) shall be increased by 73.1% of the amount of such difference.
(ii) Within 120 days after the Closing Date, Purchaser will prepare and deliver to the Sellers the balance sheet of the Company prepared as of the Effective Time, which shall be reflected on a statement (the “Closing Date Balance Sheet”) that sets forth the Closing Date Net Working Capital, which Closing Date Balance Sheet and Closing Date Net Working Capital shall be prepared and calculated on a basis consistent with the preparation and calculation of the example set forth in Exhibit C (so long as such preparation and calculation is in accordance with the definition of Closing Date Net Working Capital), and showing the recalculation, if any, of adjustments reflected on the Preliminary Balance Sheet. The Sellers shall have 60 days to review the Closing Date Balance Sheet. The Sellers shall be deemed to have accepted the determinat...
Adjustment Calculations. No adjustment in the Warrant Share Price shall be required unless such adjustment would require an increase or decrease of at least one cent ($0.01) in such price; provided, however, that any adjustments which by reason of this Section 2.5 are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this Section 2 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.
Adjustment Calculations. For purposes of calculating Article 8.
Adjustment Calculations. Any calculations under this Section 12 shall be made and rounded up to the nearest whole U.S. cent. For purposes of this Section 12, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding. For the avoidance of doubt, the Warrant Agent shall have no obligation under any section of this Agreement to calculate any of the adjustments in accordance with this Agreement.
Adjustment Calculations. On or before January 31 of each year commencing with January 2011, the Director will calculate the annual percentage change in the indices specified in Attachment N-2; Contractor’s Base Compensation for the coming Rate Period and adjusted unit prices for extra services. The Director will submit electronically a copy of the City’s calculated compensation adjustment and supporting documentation for the coming Rate Period to Contractor on or before January 31. For example, on or before January 31, 2016, the Director will submit to the Contractor an electronic copy of the City’s calculated compensation adjustment to be effective for Rate Period Eight (July 1, 2016 through June 30, 2017).
Adjustment Calculations. The Closing Indebtedness and Closing Expenses will be calculated as follows: (i) The Company and the Sellers shall deliver to Purchaser not less than two Business Days prior to the anticipated Closing Date an estimated calculation of the amount of Closing Indebtedness and Closing Expenses as of the Effective Time, which shall be reflected on a preliminary statement consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that if such consent has been withheld and no agreement between the Sellers and Purchaser can be reached after good faith negotiations during such period, the calculations as initially delivered shall be used for purposes of this Section 2.4(b)(i)) (the “Preliminary Adjustment Calculation”) that sets forth good faith estimates of the Closing Indebtedness and Closing Expenses and the resulting adjustment calculated in accordance with Section 2.4(a) (the “Estimated Adjustment”). The Initial Purchase Price payable at the Closing as provided in Section 2.1(b) shall be reduced by the Estimated Adjustment.
Adjustment Calculations. The Estimated Net Working Capital and Closing Date Net Working Capital will be calculated as follows:
Adjustment Calculations. On or before January 31 of each year commencing with January 2011, the Director will calculate the annual percentage change in the indices specified in Attachment N-2; Contractor’s Base Compensation for the coming Rate Period; adjusted unit prices for extra services and the per ton City Landfill Credit. The Director will submit three copies of the City’s calculated compensation adjustment and supporting documentation for the coming Rate Period to Contractor on or before January 31. For example, on or before January 31, 2011, the Director will submit to the Contractor three copies of the City’s calculated compensation adjustment to be effective for Rate Period Three (July 1, 2011 through June 30, 2012).
Adjustment Calculations. On the day preceding the Closing Date, to the extent practicable, the adjustments provided in this Section 2.4 shall be made to the Purchase Price on the basis of a preliminary statement of assets and liabilities of the Business based on the then most recently available monthly financial statements of the Seller (the “Preliminary Balance Sheet”) prepared by the Seller, with each line item prepared in accordance with GAAP (subject to exceptions set forth in this Section 2.4). Within 180 days after the Closing Date, the Buyer will prepare a statement of assets and liabilities of the Business as of the close of business on the day preceding the Closing Date (the “Closing Date Balance Sheet”), prepared in a manner consistent with the Preliminary Balance Sheet, reflecting the adjustments provided in this Section 2.4 and showing the recalculation of adjustments reflected on the Preliminary Balance Sheet. Within 210 days after the Closing Date, final adjustments pursuant to this Section 2.4 and any required refund or payment shall be made on the basis of the Closing Date Balance Sheet. If any dispute arises over the amount to be refunded or paid, such refund or payment shall nonetheless be promptly made to the extent such amount is not in dispute. If any such dispute cannot be resolved by the parties within 240 days after the Closing Date, it shall be referred to a mutually satisfactory independent public accounting firm of national stature which has not been retained by any Party for the two (2) years preceding the Closing Date. The determination of such accounting firm shall be conclusive and binding on each Party. The fees of such firm shall be shared equally by the Buyer and the Seller. The Buyer and Seller agree that the procedure set forth in this Section 2.4(d) for resolving disputes with respect to the Closing Date Balance Sheet shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit the Buyer or the Seller from instituting litigation to enforce the determination of such accounting firm.