Determination of Adjustment Amounts Sample Clauses

Determination of Adjustment Amounts. The Investor Limited Partner may disagree with the amount, the timing of the amount of Actual Federal Credit or the Adjusted Aggregate Federal Credit Amount certified by the Accountants in the applicable Accountant’s Certificate provided that any such objection by the Investor Limited Partner must be made in good faith and accompanied by written documentation setting forth reasonable evidence which shows the Accountant’s determination is incorrect. The Investor Limited Partner’s written disagreement as to the amount and/or the timing of the amount of Actual Federal Credit or the Adjusted Aggregate Federal Credit Amount to which the Accountants certify in the respective Accountant’s Certificate, shall be given in a Notice to the General Partners of such disagreement within 20 days after delivery of the respective Accountant’s Certificate (the “Contribution Dispute Notification”), and the Investor Limited Partner shall pay that portion of the Capital Contribution based on that portion of the Actual Federal Credit or Adjusted Aggregate Federal Credit Amount not in dispute. With respect to the amount or the timing of the amount of such Actual Federal Credit or Adjusted Aggregate Federal Credit Amount in dispute, if the General Partners and the Investor Limited Partner cannot agree on the amount of the adjustment to the Capital Contribution within five days after the giving of the Contribution Dispute Notification, the General Partners and the Investor Limited Partner shall each designate a certified public accountant as an arbitrator and such two arbitrators shall designate a certified public accountant as a third arbitrator (or if the first two arbitrators cannot agree upon a third arbitrator within 20 days, such third arbitrator shall be a certified public accountant chosen by the American Arbitration Association). The designation of arbitrators hereunder shall automatically delay the due date for payment of the portion of Capital Contribution until 10 Business Days after the conclusion of such arbitration (unless prior to the expiration of such period the General Partners and the Investor Limited Partner agree upon the amount of the adjustment, if any). Such arbitrators shall be directed to promptly conduct, at the expense of the Partnership, an arbitration to determine by majority vote the amount of the Actual Federal Credit or the Adjusted Aggregate Federal Credit Amount which the Partnership is entitled to claim and to allocate to the Investor Limited Pa...
Sample 1
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Determination of Adjustment Amounts. (a) On or before 60 days following the Closing Date, the Buyers shall prepare and deliver to Selling Stockholders a report (the “Global Adjustment Report”) setting forth, in accordance with the Agreed Accounting Principles, (i) the Closing Date Working Capital and the Working Capital Adjustment Amount, if any; (ii) the Trapped Cash Adjustment Amount, if any; (iii) the Capex Adjustment Amount, if any; and (iv) the Buyers’ computation of each such item. The Selling Stockholders shall reasonably assist the Buyers in the preparation of the Global Adjustment Report and shall provide the Buyers reasonable access during normal business hours to the personnel, properties, books and records of the Selling Stockholders for such purpose.
Sample 1
Determination of Adjustment Amounts. As soon as practicable (but in any event within 10 days) following the Closing, the Board shall retain an accounting firm of internationally recognized standing, who shall not have any material relationship with AMF or Qubica or any of their respective Affiliates (the “Accounting Firm”), to make a final determination in accordance with the terms hereof of (i) the collective Net Indebtedness of AMF Products, AMF BV and the AMF Subsidiaries (the “AMF Net Indebtedness”) and (ii) the collective Net Indebtedness of Qubica Products and the Qubica Subsidiaries (provided that, for purposes of this calculation, only 51% of the Net Indebtedness of Nextia shall be included) (the “Qubica Net Indebtedness”), in each case as of the opening of business on the date this Agreement is executed by the parties hereto (each such amount, an “Adjustment Amount” and, collectively, the “Adjustment Amounts”); provided, however, if the Board is unable to agree on the selection of an Accounting Firm within such period, the AMF Managers (as defined in the JV Agreement) and the Qubica Managers (as defined in the JV Agreement) shall each select within 10 days after the expiration of such period one (1) such accounting firm, and the two accounting firms shall jointly select a third accounting firm, which shall serve as the Accounting Firm for the purposes of this Section 1E; provided, further, that if either the AMF Managers or the Qubica Managers fail to select one (1) such accounting firm within such 10 day period, the accounting firm selected by the other shall serve as the Accounting Firm for the purposes of this Section 1E. The Board shall request that the Accounting Firm render a determination as to each Adjustment Amount within 30 days after its retention (or as soon as practicable thereafter), and each of AMF Inc., Qubica and the Company shall (and the Company shall cause its Subsidiaries to) fully cooperate with the Accounting Firm during the term of its engagement so as to enable it to make its determination as quickly and as accurately as practicable. The Adjustment Amounts shall become final and binding on the Company and each Owner on the date the Accounting Firm delivers its final determination in writing to the Board. The fees and expenses of the Accounting Firm shall be borne by the Company.
Sample 1
Determination of Adjustment Amounts 
Sample 1

Related to Determination of Adjustment Amounts

  • Determination of Adjustments If any questions will at any time arise with respect to the Exercise Price or any adjustment provided for in Section 4.8, such questions will be conclusively determined by the Company’s Auditors, or, if they decline to so act any other firm of certified public accountants in the United States of America that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and the Holders of the Warrants.

  • Calculation of Adjustments All adjustments to the Settlement Rate shall be calculated to the nearest 1/10,000th of a share of Common Stock (or if there is not a nearest 1/10,000th of a share to the next lower 1/10,000th of a share). No adjustment in the Settlement Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Settlement Rate pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.6(a), an adjustment shall also be made to the Applicable Market Value solely to determine which of clauses (i), (ii) or (iii) of the definition of Settlement Rate in Section 5.1(a) will apply on the Stock Purchase Date. Such adjustment shall be made by multiplying the Applicable Market Value by a fraction, the numerator of which shall be the Settlement Rate immediately after such adjustment pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.6(a) and the denominator of which shall be the Settlement Rate immediately before such adjustment; provided, that if such adjustment to the Settlement Rate is required to be made pursuant to the occurrence of any of the events contemplated by paragraph (1), (2), (3), (4), (5), (7) or (10) of this Section 5.6(a) during the period taken into consideration for determining the Applicable Market Value, appropriate and customary adjustments shall be made to the Settlement Rate.

  • Determination of Amounts Whenever a Priority Debt Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First-Out Obligations (or the existence of any commitment to extend credit that would constitute First-Out Obligations), or Second-Out Obligations, or the existence of any Lien securing any such obligations, or the Shared Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Priority Debt Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if a Priority Debt Representative shall fail or refuse reasonably promptly to provide the requested information, the requesting Priority Debt Representative shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Borrower. Each Priority Debt Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Borrower or any of their subsidiaries, any Priority Secured Party or any other Person as a result of such determination.

  • Notification of Adjustments With respect to each Adjustable Rate Mortgage Loan, the Servicer shall adjust the Mortgage Interest Rate on the related interest rate adjustment date and shall adjust the Monthly Payment on the related mortgage payment adjustment date, if applicable, in compliance with the requirements of applicable law and the related Mortgage and Mortgage Note. The Servicer shall execute and deliver any and all necessary notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and Monthly Payment adjustments. The Servicer shall promptly, upon written request therefor, deliver to the Master Servicer such notifications and any additional applicable data regarding such adjustments and the methods used to calculate and implement such adjustments. Upon the discovery by the Servicer or the receipt of notice from the Master Servicer that the Servicer has failed to adjust a Mortgage Interest Rate or Monthly Payment in accordance with the terms of the related Mortgage Note, the Servicer shall immediately deposit in the Custodial Account from its own funds the amount of any interest loss or deferral caused thereby.

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • Certification of Adjustments Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall (a) promptly prepare a certificate signed by its Chief Executive Officer, its President or any Vice President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Company setting forth such adjustment and a brief statement of the facts giving rise to such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Stock and the Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any certificate prepared by the Company pursuant to Sections 11 and 13 and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 and 13 of this Rights Agreement shall be effective as of the date of the event giving rise to such adjustment.

  • Calculation of Amounts Binding Effect of Interpretations and Actions of Master Servicer...............................

  • Determination of Applicable Interest Rate As soon as practicable on each Interest Rate Determination Date, Bank shall determine (which determination shall, absent manifest error in calculation, be final, conclusive and binding upon all parties) the interest rate that shall apply to the LIBOR Advances for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower.

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