Adjustment Process. (i) Notwithstanding anything herein to the contrary, for purposes of this Section 2.6(c), the terms “Cash Amount Adjustments” and “Closing Cash Amount” shall be deemed to exclude the adjustments under Section 2.6(a)(v), which shall instead be determined in accordance with Section 2.6(b) above and adjusted at the Closing.
Adjustment Process. The annual adjustment of the Fair Share School Impact Mitigation Payments shall be accomplished in the manner and in accordance with the procedure set forth in the Annual Adjustment Analysis and this Subsection. On or about November 15th of each year, or as soon thereafter as practicable, commencing with calendar year 2006, Xxxx shall prepare and submit to Developer an analysis for the subsequent calendar year, which shall specify the adjustments made in accordance with Subsections (a) through (c) above (“Annual Adjustment Analysis”). The Annual Adjustment Analysis shall set forth the proposed Fair Share School Impact Mitigation Payments to be applicable effective January 1st of the next succeeding calendar year. Upon Developer’s request at any other reasonable time, Xxxx shall meet with Developer to review and discuss the Annual Adjustment Analysis before December 10th of each year, or as soon thereafter as practicable. Xxxx shall take into account any information provided by Developer with respect to the Annual Adjustment Analysis, either before or after completion of the Annual Adjustment Analysis, in determining adjustment of the Fair Share School impact Mitigation Payments. Any disputes between Developer and Xxxx with respect to the Annual Adjustment Analysis not resolved to each Party’s satisfaction shall be resolved in accordance with Section 24 of this Mitigation Agreement, but only after either Xxxx or Developer determines that no other alternative is feasible. Pending such resolution, any revised Fair Share School Impact Mitigation Payments that become due may be paid under protest and, if any amount subsequently is determined to have been improperly applied by Xxxx, Xxxx shall return such additional amount to Developer with interest at the average rate paid by the Los Angeles County Local Agency Investment Fund accruing from the date of payment to the date of repayment by Xxxx to Developer.
Adjustment Process. The has the option to trigger a mid-term adjustment process only for Prices of sockeye, pinks and bright chums as set out in Article Section The following process applies: The and the will jointly name a by November The mediator arbitrator will participate in a joint market review process during The must notify the union by May if the adjustment process will be exercised. If there is no notification, all Minimum Prices shall remain in full force and effect. Once the has properly notified the union, negotiations will take place with the involvement of the mediator/ arbitrator and will continue through the season until agreement is reached or a final arbitration decision is made. Arbitration decision dates are July July and August for sockeye, pink and chum, and October for chum only. On each of these dates the Arbitrator has the option to set only the same Minimum Prices as are in Article Section or a lower Minimum Price based on market conditions and submissions by the parties. Any price set by the arbitrator will apply for fish purchased the arbitration date and until the next arbitration date, or until the parties agree on a different Minimum Price.
Adjustment Process. The process for making adjustments shall be determined through mutual agreement and in accordance with the applicable laws and regulations. The parties shall engage in good faith negotiations to reach a mutually acceptable solution. In case, the value of the Share Consideration is below US$7,400,000, more stock shall be issued. In case the value of The Property is below US$7,400,000, a greater ownership interest in the property shall be transfer to ABVC; provided, however, that ZHONGHUI’s ownership shall be capped at 19.99% of then issued and outstanding shares of ABVC common stock.
Adjustment Process. (i) Sellers shall provide Buyer and its representatives with all assistance and access to the Records of Network 40 and the Companies necessary for Buyer to calculate Working Capital at Closing. At least ten (10) Business Days prior to the estimated Closing Date, Sellers shall furnish to Buyer a proposed schedule setting forth their calculation of Working Capital and the basis for such calculation, including an identification of (A) all cash, receivables, pre-paid expenses and deposits, and other current assets of Network 40 and the Companies and (B) the outstanding indebtedness for borrowed money, payables, and other current liabilities thereof, both immediately following the Closing. Thereafter, Sellers and Buyer shall negotiate in good faith in order to resolve any disputed amounts contained therein. If Sellers and Buyer have reached agreement on the amount of Working Capital immediately following the Closing in accordance with this Section 2.5(b)(i), Sellers represent and warrant to Buyer that Working Capital at Closing will be in the amount so agreed upon.
Adjustment Process. The Agreement shall not be subject to rise and fall, except as indicated in clause 25. Subject to clause 25.2, on each anniversary of the Commencement Date each –
Adjustment Process. The Party Contributions shall be updated every two years starting with the year 2019 for the 2020 budget in accordance with the procedure described in Exhibit D, which is attached hereto and incorporated herein by reference. Annual Party Contributions will be determined by the process described in Exhibit D. The population numbers used to calculate annual Party Contributions will be those most recently certified by the Minnesota State Demographer. The Estimated Market Values of Improvements will be those most recently certified by the relevant County Auditors for the Members’ respective jurisdictions. Fire Calls will be those reported to the National Fire Incident Reporting System by the Northfield Area Fire and Rescue Service (NAFRS) and occurring in the NAFRS service area.
Adjustment Process. On the date which is seven (7) business days prior to the scheduled Closing Date, Seller shall deliver to Purchaser an estimate of the adjustments to the Purchase Price described above, together with any additional backup information reasonably requested by Purchaser. As soon as practical, Seller and Purchaser shall cooperate in preparing and reaching a Closing settlement, accounting for any additional credits or debits between the parties as necessary to carry out the intent of this Agreement, including the general principles regarding the Purchase Price described above and that from and after the Closing date, the expenses incurred from the operation of the Assets shall be charged to Purchaser, and before the Closing date such sums shall be borne by the Seller.
Adjustment Process. The process for making adjustments shall be determined through mutual agreement and in accordance with the applicable laws and regulations. The parties shall engage in good faith negotiations to reach a mutually acceptable solution. In case, the value of the Share Consideration is below US$7,400,000, more stock shall be issued. In case the value of The Property is below US$7,400,000, a greater ownership interest in the property shall be transfer to ABVC; provided, however, that in no event that the Shares issued to ZHONGHUI shall exceed 19.99% of the issued and outstanding shares of ABVC common stock as of the date of the Agreement (i.e. August 14, 2023).
Adjustment Process. In the event the Company plans to eliminate positions due to technological change; or reorganization of operations as a result of change in processes; or permanent closure, consolidation, or rail-line abandonment; or contracting out work normally done by employees who are members of the bargaining unit; any of which results in the permanent layoff of employees, the Company shall give the Union and the employees a minimum of calendar days notice of such. The notice to the Union referred to above shall be in writing and shall state:
