Consideration Adjustment. The Parties agree to treat all payments made pursuant to this Article IX as adjustments to the Cash Distribution for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.
Consideration Adjustment. The Parties agree to treat all payments made pursuant to this ARTICLE X as adjustments to the purchase price for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.
Consideration Adjustment. (1) HCA reserves the right to adjust, via unilateral amendment, the Contract Maximum Amount listed on page one (1) of this Contract in order to provide, within the limits of the State Fiscal Year budget allocation, an adjusted payment to the Contractor when:
Consideration Adjustment. The Consideration shall be adjusted (a) upward by an amount equal to the applicable Capital Contribution Adjustment Amount and (b) downward by the applicable Additional Distribution Amount.
Consideration Adjustment. (a) No later than three (3) Business Days prior to the Closing Date, Coyote and the Sellers shall cause to be prepared and shall provide to Roadrunner a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (and utilizing, for purposes of the Roadrunner Transaction Expenses and the Interim Period Share Issuance Amount, the information provided pursuant to Section 6.05) Coyote’s and the Sellers’ good faith estimates of the Coyote Net Debt (and the resulting Coyote Net Debt Adjustment Amount), Coyote Transaction Expenses (and the resulting Coyote Net Transaction Expense Adjustment Amount), the number of Unvested Coyote Restricted Unit Shares, the Specified Payment Amount (including, with respect to each Specified Cash Payee the amount of the Specified Payment Amount to which he, she or it is entitled) and the resulting Consideration (the “Estimated Consideration”), as well as each Seller’s Pro Rata Share. Following delivery of the Estimated Closing Statement, Coyote and the Sellers shall (i) permit Roadrunner and its Representatives to have reasonable access, during normal business hours and after reasonable advance notice, to the books, records and other non-privileged documents (including work papers, schedules and financial statements, etc.) pertaining to or used in connection with the preparation of the Estimated Closing Statement and Coyote’s calculation of the Estimated Consideration and provide Roadrunner with copies thereof (as reasonably requested by Roadrunner) and (ii) provide Roadrunner and its Representatives reasonable access, during normal business hours, and after reasonable advance notice, to Coyote’s senior executive employees who were involved in the preparation of the Estimated Closing Statement. Coyote and the Sellers shall consider in good faith any comments by Roadrunner on the Estimated Closing Statement, and if any changes or adjustments are made, the Estimated Closing Statement as so changed or adjusted shall be deemed to be the Estimated Closing Statement, respectively, for all purposes hereunder. The estimated Coyote Net Debt Adjustment Amount, Coyote Net Transaction Expense Adjustment Amount, Unvested Coyote Restricted Unit Shares, and Specified Payment Amount calculations (including the components thereof) reflected in the Estimated Closing Statement shall be prepared in accordance with the applicable definitions set forth in this Agreement.
Consideration Adjustment. The Parties agree to treat all payments made pursuant to this Article 10 as adjustments to the capital contribution for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Body with competent jurisdiction.
Consideration Adjustment. If the Aggregate Net Worth Amount is less than the Aggregate Required Net Worth Amount, then the Merger Consideration shall automatically be reduced by the amount of such shortfall; provided that the amount of such reduction shall in no event exceed $1,447,000.
Consideration Adjustment. (a) Subject to the completion of any adjustments required under this Section 1.4, (i) the Europe/USA Region Shareholders listed on the Final Master Shareholder List under the Europe/USA Region Agreement as owning Shares of NewCo 1, JLW USA, JLW Supply or JLW Continuation (the "JLW England Shareholders") and the JLW England ESOT Sub Trust shall collectively be entitled to receive 697,736 Adjustment Shares (the "JLW England Adjustment Shares"), (ii) the Europe/USA Region Shareholders listed on the Final Master Shareholder List under the Europe/USA Region Agreement as owning Shares of NewCo 2 (the "JLW Scotland Shareholders") and the JLW Scotland ESOT Sub Trust shall collectively be entitled to receive 22,456 Adjustment Shares (the "JLW Scotland Adjustment Shares"), (iii) the Europe/USA Region Shareholders listed on the Final Master Shareholder List under the Europe/USA Region Agreement as owning Shares of JLW Ireland (the "JLW Ireland Shareholders") and the JLW Ireland ESOT Sub Trust shall collectively be entitled to receive 44,642 Adjustment Shares (the "JLW Ireland Adjustment Shares"), (iv) the Asia Region Shareholders and the Asia Region ESOT Sub Trust shall collectively be entitled to receive 329,750 Adjustment Shares (the "Asia Region Adjustment Shares") and (v) the Australasia Region Shareholders and the Australasia Region ESOT Sub Trust shall collectively be entitled to receive 147,099 Adjustment Shares (the "Australasia Region Adjustment Shares").
Consideration Adjustment. For all tax purposes, Purchaser and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unless a final determination provides otherwise.
Consideration Adjustment. The parties agree that any amounts paid by the Escrow Participants in satisfaction of any claim pursuant to this ARTICLE IX, including any amount released to Acquiror from the Indemnification Escrow Fund, shall be treated as a reduction in the aggregate consideration paid in connection with the transaction contemplated hereunder for all purposes, including U.S. federal and applicable state and local, income tax purposes.
