Earnings Adjustment. (a) Within 90 days after the end of each of the years ended December 31, 2007 and December 31, 2008 (the "2007 Period" and the "2008 Period"), the Purchaser shall cause to be prepared and delivered to Sellers a statement of operations of the Company for such twelve month period, determined in accordance with GAAP. Such statement of operations shall include (i) a separate calculation of earnings before interest, taxes, depreciation and amortization ("EBITDA"); and (ii) a determination as to whether the Target EBITDA (as defined below) has been achieved. Unless within 30 days of delivery of such statement of operations by Purchaser to Sellers, Purchaser shall have received a written objection from Sellers to such statement of operations, then such draft shall be considered the final statement of operations of the Company for such period (the "Final Statement of Operations"). If within 30 days of delivery of the statement of operations by Purchaser to Sellers, Purchaser shall have received a written objection from Sellers to such statement of operations, then the Sellers and Purchaser shall attempt to reconcile their differences diligently and in good faith and any resolution by them shall be final, binding and conclusive. If the Sellers and the Purchaser are unable to reach a resolution with such effect within 30 days of the Purchaser's receipt of the Sellers' written notice of objection, the Sellers and the Purchaser shall submit such dispute for resolution to an independent accounting firm mutually appointed by the Sellers and the Purchaser (the "Independent Accounting Firm"), which shall determine and report to the parties and such report shall be final, binding and conclusive on the parties hereto. The fees and disbursements of the Independent Accounting Firm shall initially be paid by the Sellers; provided, however, in the event that the Independent Accounting Firm determines that the Sellers' objection to the statement of operations are valid, then the Purchaser shall pay the fee payable to the Independent Accounting Firm.
Earnings Adjustment. On a regular basis, Employer shall credit or debit Employee's deferred compensation account as if the account were invested in one or more investments funds determined as hereafter provided. Unless Employer and Employee otherwise agree, the universe of available funds shall be those which The Vanguard Group sponsors that are made available to participants in Employer's Retirement Savings Plan. Employer shall establish procedures for Employee to designate the specific fund or funds he desires to have applied and for Employee to change such designation from time to time.
Earnings Adjustment. 5.1 The amount of the Earnings Adjustment (if any) shall be the amount of the shortfall (if any) between the Net Income and the Guaranteed Profit Amount, multiplied by eight point five (8.5).
Earnings Adjustment. “Earnings Adjustment” means the dollar amount of CDC’s consolidated after-tax earnings from July 1, 2006 to the Effective Date, determined in accordance with GAAP and consistent with past practices, but without regard to non- recurring or extraordinary expenses related to the Merger such as the CDC Transaction Fees (up to the maximum amount specified in Section 5.2.3), the Stay Bonuses, any increases to ALLL or charge-offs or other reserves that BKD, LLP or Glacier may require, and the cost of title commitments obtained and/or policies issued in accordance with Section 4.1.12 (collectively, the “Extraordinary Expenses”). The Earnings Adjustment will be based on the actual consolidated earnings of CDC (excluding the Merger-related expenses described in the preceding sentence) as reflected on CDC’s monthly internal reported results for each month commencing after June 30, 2006 until the Effective Date. If the Effective Date occurs mid-month, then the Earnings Adjustment for the period following the most recently reported month-end until the Effective Date (the “Interim Earnings Period”) shall be calculated by multiplying (i) the number of days in the Interim Earnings Period, by (ii) the Average Daily Earnings. The “Average Daily Earnings” is the quotient obtained by dividing (i) CDC’s actual consolidated earnings from January 1, 2006 through the most recently reported month- end, excluding Extraordinary Expenses, by (ii) the number of days elapsed in such period. Notwithstanding anything in this Agreement to the contrary, if all conditions to Closing in Section 5 are satisfied (or waived) but Closing is delayed solely to accommodate completion of the Foundation Transfer, then the number of days by which Closing is so delayed shall be excluded from the calculation of any Earnings Adjustment.
Earnings Adjustment. 10 1.5. Net Worth Adjustment.........................................10 1.6.
Earnings Adjustment. If the Companies, on a combined basis, have Pre-Tax Earnings as further adjusted (in accordance with Schedule 1.4 hereto) to reflect the pro forma results of operations for the year ending December 31, 1996 ("1996 Earnings") of less than Six Million Two Hundred Thousand Dollars ($6,200,000), then the Purchase Price shall be reduced by an amount equal to [($6,200,000 - 1996 Earnings) x 4.84]. If the 1996 Earnings are greater than $6,200,000, then the Purchase Price shall be increased by an amount equal to [(1996 Earnings - 6,200,000) x 4.84] (such increase or reduction, as applicable, the "Earnings Adjustment"). The Earnings Adjustment, if any, shall be made at the Closing and shall be divided proportionately between the Base Price and the Aggregate Value (such that 17/30ths of any such adjustment shall be made to the Base Price and 13/30ths of any such adjustment shall be made to the Aggregate Value).
Earnings Adjustment. (i) The payment set forth in paragraph (b) of Section 1.2 shall be increased by 200% of any positive amount equal to the sum of: (x) CIS Operating Profits (as defined) earned during the Year 1 Period minus $500,000, up to $400,000, and (y) 12 1/2% of any positive amount equal to CIS Operating Profits earned during the Year 1 Period minus $900,000. The payment set forth in paragraph (b) of Section 1.2 shall be decreased by 200% of any negative amount equal to CIS Operating Profits earned during the Year 1 Period minus $500,000, provided, however, that no adjustment set forth in this paragraph (b)(i) of Section 1.3 shall result in a payment of less than $250,000. The resultant payment provided for in this clause (i) shall be referred to as the "Year 1 Period Adjusted Payment Amount".
Earnings Adjustment. (a) Within 120 days after the Closing Date, the Surviving Corporation shall prepare and deliver, or cause to be prepared and delivered, to Parent a consolidated income statement of the Company and its Subsidiaries prepared in accordance with GAAP and consistent with past practice of the Company (the “Closing Income Statement”), setting forth the consolidated Net income (loss) applicable to common stockholders of the Company and its Subsidiaries from the Balance Sheet Date through the Closing Date (i) excluding any costs and expenses incurred by the Company in connection with the transactions contemplated by this Agreement that would otherwise be taken into account in determining income after taxes (including the net after tax effect of the following: (X) the excess of the deferred compensation paid pursuant to the Incentive Plans in connection with the Merger over the amount accrued by the Company therefore, (Y) excess costs associated with the issuance of restricted stock and (Z) gain/loss associated with impairment or valuation allowance for long-lived assets and gain/loss on separations from affiliates) but (ii) including the Net Contract Amount (the “After-Tax Earnings”), which Closing Income Statement shall be accompanied by a report of the Company’s registered independent public accounting firm (the “Accounting Firm”) prepared in accordance with the requirements of SAS 70 as to such Closing Income Statement, as adjusted for any difference noted in such report. The parties understand and agree that accrued and unvested incentive fees, general partner allocations will be included in the Closing Income Statement consistent with past practice of the Company and that, if the Closing Date is other than on the first or last day of a month, such fees and allocations will be pro-rated based on the number of days actually elapsed. Within 10 days following receipt of the Closing Income Statement, Parent shall deliver written notice (an “Objection Notice”) to the Accounting Firm of any dispute it has with respect to the preparation or content of the Closing Income Statement. An Objection Notice must describe in reasonable detail the items contained in the Closing Income Statement that Parent disputes and the basis for any such disputes. Any items not disputed in the Objection Notice will be deemed to have been accepted by Parent. If Parent does not deliver an Objection Notice with respect to the Closing Income Statement within such 10-day period such statement s...
Earnings Adjustment. TMENT If the Companies, on a combined basis, have Pre-Tax Earnings of more or less than $4,450,000 for the year ending December 31, 1996 ("1996 Earnings"), then the Purchase Price shall be increased or decreased (as appropriate) by an amount equal to $[(4,450,000 - 1996 Earnings) x 5].
Earnings Adjustment
