Contribution Adjustment Clause Samples
Contribution Adjustment. (a) Prior to the Closing, the Subsidiaries shall distribute to the LLC all of the cash assets of the Subsidiaries except the Subsidiaries shall retain sufficient cash to satisfy all accrued expenses and accounts payable accruable through the Closing. To the extent that the Subsidiaries do not have sufficient cash to satisfy all accrued expenses and accounts payable accruals, then the LLC shall contribute such deficit to the Operating Partnership. To the extent that the Subsidiaries have excess cash to satisfy all accrued expenses and accounts payable accruals, then the Subsidiaries shall refund such excess to the LLC. The deficit or excess, as the case may be, shall be referred to as the "Contribution Adjustment."
(b) The Operating Partnership shall deliver its calculation of the Contribution Adjustment (the "Contribution Adjustment Notice") to the LLC within 30 days of Closing. The LLC may object to the Contribution Adjustment by delivery of a written statement of objections (stating the basis of the objections with reasonable specificity) to Operating Partnership within 10 days following delivery of the Contribution Adjustment Notice. If LLC makes such objection, the Operating Partnership and LLC shall seek in good faith to resolve such differences within 10 days following the delivery of such objections. If LLC does not so object to the Contribution Adjustment within such 10 day period, the Contribution Adjustment shall be considered final and binding upon the parties and the Contribution Adjustment shall be made within 45 days of Closing . If LLC and the Operating Partnership are unable to mutually resolve any disputes with respect to the Contribution Adjustment within the periods described above, the parties shall, within 10 days following the expiration of such periods, engage a mutually agreed upon Mediator (the "Mediator") to act as a Mediator and determine, in accordance with the provisions of this Section 2.4, the appropriate Contribution Adjustment.
(c) If the Mediator is engaged pursuant to this Section 2.4, then, within 10 days of the engagement, the Mediator shall be furnished with a copy of this Agreement, a letter from LLC describing LLC's position on the disputed amount and a letter from Operating Partnership describing Operating Partnership's position on the disputed amount. Neither party shall make any additional submission except pursuant to the Mediator's written request. The Mediator shall have 30 days to review such documents and suc...
Contribution Adjustment. If the amount of the sum of the Closing Net Working Capital Amount minus the Closing Indebtedness minus the Actual Retention Bonuses minus Actual Sales Bonuses minus the Actual U.K. Funding Amount, minus the Net Interim Period Adjustment Amount, if any is (x) less than the sum of the Estimated Closing Net Working Capital Amount minus Estimated Closing Indebtedness minus the Estimated Retention Bonuses minus the Estimated Sales Bonuses minus the Estimated U.K. Funding Amount, minus the Estimated Net Interim Period Adjustment Amount, if any, then Seller shall pay to the Company an amount equal to such shortfall (the "Seller Contribution Adjustment") or (y) greater than the sum of the Estimated Closing Net Working Capital Amount minus Estimated Indebtedness minus the Estimated Retention Bonuses minus Estimated Sales Bonuses minus the Estimated U.K. Funding Amount, minus the Estimated Net Interim Period Adjustment Amount, if any, then the Company shall pay to Seller an amount equal to such excess (the "Company Contribution Adjustment").
Contribution Adjustment. Contribution from the Maintenance Funds will not be available for, items resulting from repairs for which Lessee has received proceeds of insurance or payments under any applicable warranties or required as a result of an Airworthiness Directive, manufacturer’s service bulletin, non-routine or unscheduled maintenance, faulty maintenance or installation, improper operations, misuse, neglect, accident, incident, ingestion, foreign object damage or other accidental cause (except to the extent the same results in the full restoration per the agreed criteria for reimbursement listed in each of the above-referenced items under this Article 12), external Engine Parts including quick engine change (QEC) Parts, thrust reversers or any of their associated components.
Contribution Adjustment. Should the Program’s income from operations for any given fund year be inadequate to pay the ultimate cost of claims incurred in that fund year, the Program may collect an adjusted contribution from any current or former Member.
Contribution Adjustment. Nothing in this Agreement shall relieve the Member of its obligation as an employer self-insuring through this program. In the event that the Trust’s income from operations in any given Fund Year is inadequate to pay the ultimate cost of claims incurred during that Fund Year, the Trust may collect an adjusted contribution from the Member, regardless of whether the Member presently participates in the Program. Refund Plan. The Trust at its sole discretion may declare and distribute a refund of the Member’s equity. The Member hereby acknowledges receipt of the Refund Plan of the Program attached hereto as Exhibit “B”. Defense and Prosecution of Claims. Member authorizes the Trust to engage counsel and any and all necessary experts and consultants, in the Trust’s sole discretion, to handle the adjustment, settlement and defense of any claim or dispute involving the Member for which coverage is provided in accordance with the Program.
Contribution Adjustment. The initial Account value (as adjusted above) shall be increased by the total amount:
(a) allocated to such Account under Section 3, and
(b) transferred into such Account from another Account of that Participant (or any other Participant) within the Plan (including amounts transferred from other Subfunds) or from the trustee of another plan pursuant to an arrangement contemplated under Section 9.3, as of a date subsequent to the immediately preceding Valuation Date but not later than the current Valuation Date.
Contribution Adjustment. The contribution, which the Participant has agreed to pay, is based on values declared at inception of the Period of Cover. The Participant agrees to declare the estimated annual Gross Profit/ Gross Revenue, proportionately increased if the number of months referred to in the Definition of Indemnity Period exceeds twelve, based on the official records and budgets of the Participant to represent as far as practicable full and true amounts. As soon as practicable after the expiry of each Period of Cover, the participant shall also declare the actual annual Gross Profit/ Gross Revenue earned in the 12 month period most nearly concurrent with the period of cover, proportionately increased if the number of months referred to in the Definition of Indemnity Period exceeds twelve. the declaration at expiry shall be compared with that made at inception and the contribution shall be adjusted accordingly. If the contribution is based on differential rates applicable to each Premises, the contribution rates may, at the option of the Company, be recalculated according to changes in risk during the currency of this cover.
Contribution Adjustment. You may eliminate the excess in later years by contributing less than the maximum allowable contribution for any year after the excess contribution. The excess amount is treated as a contribution in the later year for purposes of determining the tax- deductible and non-deductible contributions for that year.