Cash Flow Adjustment Sample Clauses

Cash Flow Adjustment. As of the date of this Agreement, the Parties have projected that tuitions expected to be collected for the months of September 2007 and October 2007 will not cover certain liabilities due and payable on these same months in the estimated amount of $550,000.00 (the "Projected Cash Shortfall Amount"). Within ninety (90) days after the Closing, Buyer shall conduct and complete a review of enrollments and related tuition and fees for the starts in August 2007 and October 2007, and if upon completion of such review, Buyer determines that the Business will not provide a break even cash based operating statement for the remainder of 2007 (the "Cash Flow Determination"), Buyer (or its Subsidiary's authorized officer) shall deliver the Cash Flow Determination to Seller. If Seller fails to object to the Cash Flow Determination within five (5) days from receipt thereof, the principal amount of the Note shall be adjusted up or down on a dollar-for-dollar basis based on the cash flow of Seller for the remainder of 2007 as reflected in the Cash Flow Determination; provided, however, that in the event of an upward adjustment, the sum of the principal amount of the Note plus the Assumed Liabilities shall not exceed in any event $2,100,000.00. The original Note shall be cancelled and replaced with a new Note reflecting such principal amount. If Seller timely objects to the Cash Flow Determination, the dispute shall be submitted to a Qualified Accountant as provided in Section 1.5(c) above and upon receipt of the Qualified Accountant's final and binding decision (which shall also include a determination on payment of fees and expenses), a new Note reflecting the principal amount determined by the Qualified Accountant's final and binding decision shall be issued by the Subsidiary and upon receipt of the same Seller shall deliver to Buyer the original Note marked cancelled.
Sample 1
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Cash Flow Adjustment. 6 -------------------- 2 .06 Net Worth Adjustment to Purchase Price . . . . . . . . . . . . . . . . . . . . . 7 -------------------------------------- 2 .07 Calculation of Closing Net Worth . . . . . . . . . . . . . . . . . . . . . . . . 11 -------------------------------- 2 .08 Earnout Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 ---------------
Sample 1
Cash Flow Adjustment. On the Closing Date, Seller shall deliver to Buyer statements of daily cash flow for the period commencing September 1, 1996 to the Closing Date, which statements shall be subject to review and audit by Buyer and its representatives within 10 days after the Closing. Subject to subsequent adjustment based upon such review, (i) if the cash balance of the Vapor Group Business increased during the period from and after August 31, 1996 to the Closing, then Seller shall remit to Buyer the amount of such increase on the Closing Date and (ii) if the cash balance of the Vapor Group Business decreased during such period, Buyer shall remit to Seller the amount of such decrease on the Closing Date. Any disagreement between the parties of any adjustment pursuant to this Section 2.05 shall be referred to the respective independent auditors of Buyer and Seller for resolution.
Sample 1
Cash Flow Adjustment. (i) At the Closing, the Purchase Price shall be adjusted either (a) by increasing the Purchase Price, dollar for dollar, based on any increase (excluding any increase or decrease directly attributable to income tax payments or refunds) in the amount of Revolving Indebtedness from March 31, 2009 through the Closing Date, or (b) by decreasing the Purchase Price, dollar for dollar, based on any decrease (excluding any increase or decrease directly attributable to income tax payments or refunds) in Revolving Indebtedness from March 31, 2009 through the Closing Date.
Sample 1
Cash Flow Adjustment. (i) At the Closing, there shall be credited against the balance of the Purchase Price then due an amount equal to the positive Cash Flow with respect to the Hotels for the time period (the “Adjustment Period”) beginning on January 1, 2007 (the “Start Date”) and ending at 7:00 a.m. EST on the Closing Date. Seller shall deliver to Purchaser no later than noon on the business day immediately preceding the Closing Date a statement (the “Adjustment Statement”) setting forth Seller’s preliminary determination (the “Initial Adjustment Amount”) of the Cash Flow. If the Initial Adjustment Amount shown on the Adjustment Statement is a positive number, then the Purchase Price shall be decreased by such amount. If the Initial Adjustment Amount shown on the Adjustment Statement is a negative number, then no adjustment based on Cash Flow shall be made to the Purchase Price.
Sample 1
Cash Flow Adjustment. As of any date of determination, an amount equal to the number of new Stores which the Borrower or any Subsidiary has committed to lease, but which have not yet opened, multiplied by an amount equal to (a) during the period commencing on the Closing Date through the date the summary of Restaurant Cash Flow for the 2002 fiscal year has been delivered pursuant to Section 9.4(d)(ii), $300,000, and (b) thereafter, to the lesser of (i) $300,000, and (ii) the average Restaurant Cash Flow for the most recently completed Fiscal Year prior to such date in respect of which the Borrower has delivered audited financial statements pursuant to Section 9.4(a) for the twenty (20) most recently opened Stores open for the entirety of such Fiscal Year, provided, however, that the Cash Flow Adjustment as of any date of determination shall not exceed $6,000,000.
Sample 1

Related to Cash Flow Adjustment

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Operating Expense Limit.

  • CPI Adjustment In this Contract*, “CPI-Adjusted*” in reference to an amount means that amount is adjusted under the following formula: N = C × (1+ CPIn − CPIc ) CPIc where: ”N” is the new amount being calculated; and “C” is the current amount being adjusted; and

  • Tax Adjustment Tenant shall pay to Landlord or Landlord's agent -------------- as Additional Rent, an amount ("Tax Adjustment Amount") equal to Tenant's Proportionate Share of the amount of Taxes incurred with respect to each Calendar Year. The Tax Adjustment Amount with respect to each Calendar Year shall be paid in monthly installments during such Calendar Year in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. If any portion of Taxes for any Calendar Year is payable in whole or in part before the end of such Calendar Year, Tenant shall, within thirty (30) days after the written request of Landlord, promptly pay its Proportionate Share of such payment as a special installment, after deducting installments previously paid by Tenant under this Section 3C for such Calendar Year. Following the final payment of Taxes for each Calendar Year, Landlord shall cause the amount of the Tax Adjustment Amount for such Calendar Year to be computed and deliver to Tenant a statement of such amount plus a statement of all estimated installments paid by Tenant for such Calendar Year. Tenant shall pay to Landlord any deficiency shown by such statement within thirty (30) days after receipt of such statement. If the installments paid exceed the actual amount due, and if Tenant is not then in default hereunder, Landlord shall either credit the excess against payments next due to Landlord from Tenant hereunder or, at Landlord's option, refund the excess to Tenant within thirty (30) days following Xxxxxxxx's determination. The amount of any refund of Taxes received by Landlord shall be credited against Taxes for the year in which such refund is received. In determining the amount of Taxes for any year, the amount of special assessments to be included shall be limited to the amount of the installment (plus any interest payable thereon) of such special assessment required to be paid during such year as if the Landlord had elected to have such special assessment paid over the maximum period of time permitted by law. All references to Taxes "for" a particular year shall be deemed to refer to Taxes assessed for such year, notwithstanding that such Taxes are billed and paid in a subsequent Calendar Year. Delay in computation of the Tax Adjustment Amount shall not be deemed a default hereunder or a waiver of Landlord's right to collect the Tax Adjustment Amount.

  • PREMIUM ADJUSTMENT If THE COMPANY overpays a reinsurance premium and THE REINSURER accepts the overpayment, THE REINSURER’s acceptance will not constitute or create a reinsurance liability or increase in any existing reinsurance liability. Instead, THE REINSURER will be liable to THE COMPANY for a credit in the amount of the overpayment. If a reinsured policy terminates, THE REINSURER will refund the excess reinsurance premium. This refund will be on a prorated basis without interest from the date of termination of the policy to the date to which a reinsurance premium has been paid.

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • Market Adjustment The parties to this Agreement recognize the appropriateness of market pay adjustments in rare instances for compelling reasons. To effectuate judgments in such cases, the President and AAUP Chapter President, in consultation, shall each name three (3) individuals to a university Market Evaluation Committee. Deans may submit recommendations for market pay adjustments with supporting written reasons to the Committee. Said Committee shall consult with the President concerning proposed market pay adjustments reporting its advice not later than May 15 in each year. Upon the favorable recommendation of the President and the BOR President, market pay adjustments may be approved effective at the beginning of that pay period including September 1 of the following year. Not more than one (1) market pay adjustment per one hundred (100) full-time members, or fraction thereof, may be recommended in any contract year. A member’s salary may not be increased beyond the maximum for the rank. Funding for this program shall be governed by Article 12.10.2.

  • Market Adjustments 22. Neither this Article nor any other in this Collective Agreement prevents the Employer from using other funds to increase a Member’s salary in response to offers received from other employers or to accommodate other market forces.

  • Minimum Adjustment The adjustments required by the preceding sections of this Article IV shall be made whenever and as often as any specified event requiring an adjustment shall occur, except that no adjustment of the Exercise Price or the number of shares of Common Stock issuable upon exercise of the Warrants that would otherwise be required shall be made unless and until such adjustment either by itself or with other adjustments not previously made increases or decreases by at least 1% the Exercise Price or the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to the making of such adjustment. Any adjustment representing a change of less than such minimum amount shall be carried forward and made as soon as such adjustment, together with other adjustments required by this Article IV and not previously made, would result in a minimum adjustment. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence. In computing adjustments under this Article IV, fractional interests in Common Stock shall be taken into account to the nearest one-hundredth of a share.

  • Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of his interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Holders in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

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