Contingent Adjustments Sample Clauses

Contingent Adjustments. A. If prior to 1992, regulations shall have been proposed by the Department of the Treasury, as directed by section 79 of the Deficit Reduction Act of 1984 or otherwise pursuant to sections 704 or 752 of the Code (the "Proposed Regulations"), and the General Partner (i) is of the opinion (based upon advice of counsel) taking into account the Proposed Regulations for any Fiscal Year of the Partnership (an "Affected Year"), that the amount of Net Losses allocated to the General Partner should be increased, that the amount of Net Profits allocated to the General Partner should be decreased or that the General Partner or its Affiliates receive tax benefits (including the avoidance or delay of the recognition of income) (the "Affected Items") and (ii) shall have taken such steps to ameliorate the potential adverse effect of the Proposed Regulations on the tax consequences of an investment in the Partnership by Limited Partners, that the General Partner (upon advice of counsel) shall consider to be reasonable under the circumstances (taking into account economic, financial, accounting, regulatory and any other facts or circumstances existing at the time), then to the extent that a change in the allocations is still required, the adjustments required by the Proposed Regulations shall be made and the General Partner shall retain a qualified expert (the "Expert"), the fees and expenses of which shall be paid by the Partnership, which will be requested to determine at the beginning of each Affected Year the respective after-tax present values to the General Partner or its Affiliates and the Limited Partners of the Affected Items for such Affected Year (the "Adjustments").
Sample 1
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Contingent Adjustments. (a) If the Company’s actual Two Year Net Income is greater than $1,665,000,000.00, then the Company shall pay to SHUSA in cash an amount equal to the lesser of (a) 12.5% of the product of (i) the excess of (A) the Company’s actual Two Year Net Income over (B) $1,665,000,000.00 and (ii) 5.0 and (b) $595,000,000.00 (the amount payable to SHUSA, the “SHUSA Contingent Payment”). The parties hereto agree to treat the SHUSA Contingent Payment for Tax purposes as (i) a return of any capital contribution made by SHUSA to the Company after the date of this Agreement, then (ii) a return of the capital contribution made by SHUSA to the Company on or prior to the date of this Agreement and then (iii) as a dividend to SHUSA with respect to which all other shareholders of the Company have waived their proportionate share. The SHUSA Contingent Payment, if any, shall be paid no more than 30 days following the final determination of the amount of the SHUSA Contingent Payment (such date, the “SHUSA Contingent Payment Date”). To the extent that the SHUSA Contingent Payment, if any, is not paid in full on or before the SHUSA Contingent Payment Date, the Company will pay interest on the unpaid amount of the SHUSA Contingent Payment to the New Acquirer at a rate of 8.00% per annum. Any such interest will be computed on the basis of a 360-day year of twelve 30-day months. Notwithstanding the foregoing, no SHUSA Contingent Payment shall be paid if the difference between (i) the Company’s actual Two Year Net Income and (ii) $1,665,000,000.00 is less than $83,250,000.00.
Sample 1

Related to Contingent Adjustments

  • Subsequent Adjustments In the event that the Assuming Institution or the Receiver discovers any errors or omissions as contemplated by Section 8.2 or any error with respect to the payment made under Section 8.3 after the Settlement Date, the Assuming Institution and the Receiver agree to promptly correct any such errors or omissions, make any payments and effect any transfers or assumptions as may be necessary to reflect any such correction plus interest as provided in Section 8.4.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Base Rent Adjustments Base Rent shall be increased on each annual anniversary of the first day of the first full month during the Term of this Lease (each an “Adjustment Date”) by multiplying the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated.

  • Rent Adjustments 4.1 For the purpose of this Article 4, the following terms are defined as follows:

  • Additional Adjustments In the event that there is any change in the outstanding Shares for which an adjustment is not provided by Sections 6.1. or 6.2. of this Agreement, and the Options are then unexercised, the Committee may, in its sole discretion, require an adjustment in the number or kind of Shares or securities subject to the Options and the Option Price and such adjustment shall be binding and effective for all purposes hereof.

  • 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.

  • Capital Adjustments (a) The existence of the Option shall not affect in any way the right or power of the Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Corporation's capital structure or the Corporation’s business, or any merger or consolidation of the Corporation or any issue of bonds, debentures, preferred stock having a preference to or affecting the Corporation’s capital stock or the rights thereof, or the issuance of any securities convertible into any such capital stock or of any rights, options, or warrants to purchase any such capital stock, or the dissolution or liquidation of the Corporation, any sale or transfer of all or any part of the Corporation’s assets or business, or any other act or proceeding of the Corporation, whether of a similar character or otherwise.

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • Equitable Adjustments If, between the date of this Agreement and the Closing, the outstanding shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock and the holders of Acquiror Common Stock the same economic effect as contemplated by this Agreement; provided, however, that this Section 3.02 shall not be construed to permit Acquiror, the Company, or Merger Sub to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement.

  • Successive Adjustments After an adjustment to the Conversion Rate under this Article 11, any subsequent event requiring an adjustment under this Article 11 shall cause an adjustment to the Conversion Rate as so adjusted.

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