Adjustment of Deficiency Amount Sample Clauses

Adjustment of Deficiency Amount. Xxxx Xxxxxxx shall not be deemed to have ------------------------------- accepted an asserted Deficiency Amount certified to it under Section (3), if within ten (10) days after receipt of such certification, it shall give Capital written notice of its objections thereto and the reasons therefor ("Objection Notice"), provided that the giving of such Objection Notice shall not relieve Xxxx Xxxxxxx of its obligation to pay or cause to be paid, to Capital an amount equal to the asserted Deficiency Amount in accordance with Section (3). If such Objection Notice is given, Xxxx Xxxxxxx and Capital will attempt in good faith to agree upon the amount of such deficiency. If Xxxx Xxxxxxx and Capital cannot so agree within ten (10) days after the Objection Notice is given, then Xxxx Xxxxxxx and Capital agree that Ernst & Whinney shall be requested to deliver to Xxxx Xxxxxxx and Capital, within thirty (30) days after the Objection Notice is given, a letter from Ernst & Whinney to Xxxx Xxxxxxx and Capital (A) stating the actual deficiency as of the date of the Officer's Certificate setting forth the asserted Deficiency Amount, as computed by Ernst & Whinney from the books and records of Capital, (B) demonstrating in reasonable detail the manner in which such actual deficiency was computed, and (C) stating that such computation was made in accordance with the terms of this Agreement. Such computation of the actual deficiency shall be binding and conclusive upon Xxxx Xxxxxxx and Capital. If the amount of the actual deficiency as finally determined under this Section (4) is different from the asserted Deficiency Amount, then the amount of the Deficiency Amount asserted under Section (3) shall be adjusted by refunds from Capital, or additional payments to Capital in the manner provided in Section (3), as may be required. Xxxx Xxxxxxx and Capital shall bear equally any fees and disbursements incurred by Ernst & Whinney in rendering any letter in accordance with the terms of this Section (4). Xxxx Xxxxxxx and Capital agree that other mutually acceptable nationally recognized certified public accounting firms may be substituted for Ernst & Whinney.
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Adjustment of Deficiency Amount

  • ADJUSTMENT OF CONTRACT PRICE The Contract Price shall be subject to adjustment, as hereinafter set forth, in the event of the following contingencies (it being understood by both parties that any reduction of the Contract Price is by way of liquidated damages and not by way of penalty):

  • Principal Deficit Amount On each Distribution Date on which the Principal Deficit Amount is greater than zero, amounts shall be transferred to the Series 2010-6 Distribution Account as follows:

  • Adjustment, etc Any adjustment, indulgence, forbearance or compromise that might be granted or given by any of the Lenders to Borrower or Guarantor or any Person liable on the Liabilities;

  • ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE The Original Class A Non-PO Principal Balance is $170,009,500.00.

  • 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.

  • Waiver; Deficiency Each Grantor waives and agrees not to assert any rights or privileges which it may acquire under Section 9-112 of the New York UCC. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency.

  • Maximum or Minimum Interest Rate If specified on the face hereof, this Note may have either or both of a Maximum Interest Rate or a Minimum Interest Rate. If a Maximum Interest Rate is so designated, the interest rate for a Floating Rate Note cannot ever exceed such Maximum Interest Rate and in the event that the interest rate on any Interest Reset Date would exceed such Maximum Interest Rate (as if no Maximum Interest Rate were in effect) then the interest rate on such Interest Reset Date shall be the Maximum Interest Rate. If a Minimum Interest Rate is so designated, the interest rate for a Floating Rate Note cannot ever be less than such Minimum Interest Rate and in the event that the interest rate on any Interest Reset Date would be less than such Minimum Interest Rate (as if no Minimum Interest Rate were in effect) then the interest rate on such Interest Reset Date shall be the Minimum Interest Rate. Notwithstanding anything to the contrary contained herein, the interest rate on a Floating Rate Note shall not exceed the maximum interest rate permitted by applicable law.

  • Adjustment Payment If the Closing Working Capital exceeds the Target Working Capital, the Purchase Price shall be increased by the amount by which Closing Working Capital exceeds the Target Working Capital, and if the Closing Working Capital is less than the Target Working Capital, the Purchase Price shall be decreased by the amount by which Closing Working Capital is less than the Target Working Capital. In addition to the foregoing adjustment, (i) the Purchase Price shall be decreased by an amount equal to the Debt Amount and (ii) the Purchase Price shall be increased by an amount equal to the Closing Eligible Capital Expenditures. The Purchase Price as so increased or decreased under this Section 2.03(c) shall hereinafter be referred to as the “Adjusted Purchase Price”. If the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Payment is more than the Adjusted Purchase Price, Seller shall, within 10 Business Days after the Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds in an amount equal to the absolute value of the difference between the Adjusted Purchase Price and the Closing Date Payment to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of 5% per annum, calculated on the basis of the actual number of days elapsed divided by 365, from and including the Closing Date to but excluding the date of payment.

  • Escrow Fund Deficiency Where it is determined that a deficiency exists in such Borrower's Escrow Funds, such Borrower may be requested to pay the shortage in full or the deficiency may be taken into consideration in determining the amount to be collected for Escrow Funds during the next twelve months.

  • Adjustment Date 6 Advance.......................................................................6 Affiliate.....................................................................6 Agreement.....................................................................6

Time is Money Join Law Insider Premium to draft better contracts faster.