Determination of Adjustment Amount. If the Purchase Price calculated using the Preliminary Statement exceeds the Purchase Price calculated using the Final Closing Statement, Sellers shall pay to Buyers, in accordance with Section 3.4(e)(i), an amount equal to such excess. If the Purchase Price calculated using the Preliminary Statement is less than the Purchase Price calculated using the Final Closing Statement, Buyers shall pay to Sellers, in accordance with Section 3.4(e)(ii), an amount equal to such deficiency. The amount of the payment to be made by Buyers or Sellers, as applicable, pursuant to this Section 3.4(d) shall be referred to as the "Adjustment Amount", examples of which are set forth on Exhibit C, Example 3.4(d). The Adjustment Amount shall be paid by Sellers or Buyers, as applicable, in accordance with Section 3.4(e) within five (5) Business Days after the determination of the Final Closing Statement (such fifth (5th) Business Day, the "Post-Closing Payment Date").
Determination of Adjustment Amount. On or before the later of (i) March 31 of every Calendar Year, or (ii) the date that is thirty (30) days after Newco has received all information and documentation from Allied, NAE and the Government, if and as applicable, necessary to calculate the Adjustment Amount for the previous Calendar Year, Newco shall deliver to Allied or, with respect to Waiver Damages, the CAMAC Parties, written notice setting forth the actual Adjustment Amount, if any, for the previous Calendar Year and reasonable supporting calculations and documentation. If Allied or, with respect to Waiver Damages, the CAMAC Parties, dispute the Adjustment Amount as set forth in such written notice, then Allied or, with respect to Waiver Damages, the CAMAC Parties, may, within 10 days following receipt of such notice, object thereto by providing Newco written notice of such objection, setting forth in reasonable detail the substance of such dispute (a “Dispute Notice”). Newco shall respond to the Dispute Notice within 10 days following receipt or as extended by mutual agreement (the “Dispute Notice Period”). If Newco and Allied or, with respect to Waiver Damages, the CAMAC Parties, have not agreed to an Adjustment Amount by the end of the Dispute Notice Period, the Parties shall submit such matter to Xxxxx Xxxxxxxx LLP, located in Houston, Texas, or if such firm no longer exists, then to PricewaterhouseCoopers LLP, located in Houston, Texas (the selected firm is referred to herein as the “Independent Arbitrator”), for review and resolution in accordance with the provisions of this Article III.
Determination of Adjustment Amount. The Minimum Annual Rent shall be adjusted during the Renewal Term as follows: The base for computing the adjustment shall be the Consumer Price Index for the Washington DC metropolitan area consumers for the United States, pub- lished by the United States Department of Labor, Bureau of Labor Statistics, which is in effect on the Commencement Date (hereinafter referred to in this Section 6 as “Initial Term Index”). The Index published for the March most immediately preceding the adjustment date in question (hereinafter referred to in this Section 6 as “Extension Index”) shall be the amount of the ad- justment.
Determination of Adjustment Amount. The Adjustment Amount used for the calculation of the Purchase Price on the Closing Date (the “Estimated Adjustment Amount”) will be based on the Estimated Closing Date Net Working Capital, and the Estimated Company Cash will be the amount set forth in the Estimated Closing Date Statement. Purchaser, the Company, the Members and the Members’ Representative acknowledge and agree that the exact Adjustment Amount and the exact amount of Company Cash will not be known as of the Closing Date and that the Adjustment Amount determined on the Closing Date and amount of Company Cash determined on the Closing Date may need to be adjusted subsequent to the Closing Date on the basis set forth herein. Accordingly, no later than 75 days after the Closing Date, Purchaser will prepare and deliver to the Members’ Representative (i) an unaudited balance sheet of the Company as of the Closing Date (the “Closing Date Balance Sheet”) prepared in accordance with GAAP and the Company’s past practices (as adjusted by the terms of this Agreement), (ii) a determination of the Closing Date Net Working Capital, (iii) a statement setting forth the determination of the resulting Adjustment Amount, and (iv) its calculation of the actual Company Cash (the “Closing Date Statement”). The Members’ Representative and Purchaser will have the right to review all records, work papers and calculations that are reasonably necessary for the purpose of reviewing the Estimated Closing Date Statement, the Closing Date Balance Sheet and the Closing Date Statement. If, for any reason, the Purchaser fails to deliver the Closing Date Statement within the time period required by Section 1.6(b), the Estimated Closing Date Statement delivered by the Company to the Purchaser prior to the Closing shall be considered for all purposes of this Agreement as being the “Closing Date Statement” delivered by the Purchaser pursuant to this section and the Members’ Representative shall have all of its rights under this Section 1.6 with respect to such statement.
Determination of Adjustment Amount. The Permanent Term Rent shall be adjusted during the Permanent Term as follows: The base for computing the adjustment shall be the Consumer Price Index for all urban consumers (base year 1967=100) for the United States, published by the United States Department of Labor, Bureau of Labor Statistics, which is in effect on the Commencement Date (hereinafter referred to in this Lease as “Initial Term Index”). The Index published most immediately preceding the adjustment date in question (hereinafter referred to in this Lease as “Extension Index”) shall be used in determining the amount of the adjustment. If the applicable Extension Index has increased over the Initial Term Index, the Permanent Term Rent for the Initial Term Index shall be multiplied by a fraction, the numerator of which is the Extension Index, and the denominator of which is the Initial Term Index to determine the adjusted Permanent Term Rent. If the Extension Index has not increased over the Initial Term Index, the adjusted Permanent Term Rent shall be as set forth in Subsection 4.4 below.
Determination of Adjustment Amount. (i) Within 90 days after the Closing Date, Buyer shall prepare and deliver to Sellers a statement setting forth its calculation of (i) Closing Net Working Capital, (ii) the Closing Net Working Capital Adjustment Amount, (iii) Closing Indebtedness, (iv) Closing Cash, (v) Unpaid Taxes, (vi) Transaction Expenses and (vii) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (vi) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with the Accounting Principles, the defined terms used in this Section 1.07, and Exhibit E (provided that in the event of any conflict between the Accounting Principles and Exhibit E, the principles set out in Exhibit E shall govern to the extent of the conflict). For clarity, there shall be no adjustment of the 111(4)(e) Election Tax set out in the Preliminary Closing Statement.
Determination of Adjustment Amount. Within sixty (60) days following the Closing, the Independent Accountants shall deliver to the Buyer and the Shareholder the balance sheet of the Company as of 11:59 p.m. on January 15th, 2005, prepared in accordance with GAAP on a basis consistent with the Company’s December 31, 2003 balance sheet, and in sufficient detail to allow the Buyer and Shareholder to analyze the accuracy thereof (the “Closing Balance Sheet”). Accompanying the Closing Balance Sheet shall be the Independent Accountants’ calculation of the Adjustment Amount (if any), using the amounts contained in the Closing Balance Sheet, and a certification from the Independent Accountants indicating that the Closing Balance Sheet was prepared as required by this Agreement. The Closing Balance Sheet shall (i) not include Indebtedness (including accrued interest), except for an accrual for all capital leases, (ii) be free of federal income Tax liabilities relating to operations prior to Closing, (iii) reflect payment of all receivables owed by Shareholder or his Affiliates to Company at Closing, except for ordinary travel advances, payable in accordance with the Company’s past policies and procedures, (iv) be free of debt owed to the Shareholder and his Affiliates other than rent for Leased Real Property and compensation, expenses and benefits payable in the Ordinary Course of Business, and (v) include an accrual for the amount of the Closing Retention Payments, One Year Retention Payments and all state corporate income or franchise taxes of the Company generated or arising as a consequence of the Election. Except for the specific requirements of this Section 2.2(b)(i), the Closing Balance Sheet shall be determined using the accrual method of accounting. For purposes of calculating the Adjustment Amount, the portion of the Purchase Price paid to the Company pursuant to Section 2.2(a)(iv) shall be added to the Tangible Net Worth calculated in accordance with the Closing Balance Sheet.
Determination of Adjustment Amount. The parties hereto have agreed that the Purchase Price was determined based on the assumption that the Closing Date Net Cash of the Company would be not less than a deficit of Five Hundred Thousand Dollars (-$500,000) and that all Transaction Related Expenses would be paid from the Purchase Price. The Purchase Price shall be adjusted on a dollar-for-dollar basis (the “Post-Closing Adjustment”) to the extent that (i) the Closing Date Net Cash is less (i.e. a larger deficit) than a deficit of Five Hundred Thousand Dollars (-$500,000) and (ii) any Transaction Related Expenses were not included in the Payoff Amount.
Determination of Adjustment Amount. If the Purchase Price calculated using the Preliminary Statement exceeds the Purchase Price calculated using the Final Closing Statement, Seller shall pay to Buyer, in accordance with Section 3.4(e)(i), an amount equal to such excess. If the Purchase Price calculated using the Preliminary Statement is less than the Purchase Price calculated using the Final Closing Statement, Buyer shall pay to Seller, in accordance with Section 3.4(e)(ii), an amount equal to such deficiency. The amount of the payment to be made by Buyer or Seller, as applicable, pursuant to this Section 3.4(d) shall be referred to as the "Adjustment Amount", examples of which are set forth on Exhibit C, Examples 3.4. The Adjustment Amount shall be paid by Seller or Buyer, as applicable, in accordance with Section
Determination of Adjustment Amount. (a) Within 120 days after the Closing Date, CES will prepare and deliver to Parent a statement (the “Post-Closing Adjustment Statement”) that reflects CES’s determination of the Adjustment Amount. In addition, CES will provide Parent with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Parent will cooperate with CES in connection with CES’s preparation of the Post-Closing Adjustment Statement and related information, and will provide CES with access to its books, records, information, and employees as CES may reasonably request.
