Initial Adjustment. October 1, 2005
Initial Adjustment. If an adjustment to the Management Fee is required during any Year of the Term, the Management Fee for the rest of such Year and each succeeding Year shall be equal to the greater of (a) (i) the Operations Fee for such Year, plus (ii) the sum of the Operations Fee, marketing expenses and Professional Expenses for such Year multiplied by the Applicable Percentage, as defined below, for such Year, or (b) (i) the Operations Fee for such Year, plus (ii) Twenty Percent (20%) of the Operations Fee for the applicable Year. For purposes of this calculation, the Practice Operating Expenses shall not be reduced by any objectively determinable cost savings implemented by Manager (e.g., group malpractice insurance savings). If, as of the date of the adjustment, less than twelve (12) full months of the Term have transpired, then the Management Fee provided for above shall be prorated to determine the new fees for the remainder of such Year. “Applicable Pe rcentage” shall mean the average of the Management Fee for the three (3) years (or such shorter period if 3 years has not transpired) immediately preceding the applicable Year, divided by the average for the three (3) years (or such shorter period if 3 years has not transpired) immediately preceding the applicable Year, of the sum of the Operations Fee, marketing expenses, and Professional Expenses. If either clause (a) or (b) above is or becomes invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining clause shall not be affected thereby.
Initial Adjustment. On or before December 15, Cliffs shall calculate and communicate to AK Steel in writing the Adjusted Price effective January 1 of the succeeding year ("Initial Adjustment"). The Initial Adjustment shall be calculated utilizing (1) the *** (“***”) for September, October and November as compared to the *** for the immediately preceding *** Year; and (2) the PPIs for the succeeding year as compared to the PPIs for the current year.
Initial Adjustment. (a) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the Parent a certificate of the Manager of the Company (or an authorized officer whose responsibilities relate to the preparation of financial statements of the Company) (the “Initial Closing Certificate”) setting forth (i) an estimated balance sheet of the Company as of the Closing Calculation Date, prepared in accordance with GAAP applied on a basis consistent with past practice and the principles used in the preparation of the Latest Balance Sheet, (ii) an estimated calculation of Net Working Capital prepared in accordance with the definition of Net Working Capital (the “Estimated Working Capital”), (iii) the estimated amount of Closing Cash (the “Estimated Closing Cash”) and (iv) the estimated amount of Closing Indebtedness. In the event that Parent disagrees with any amounts set forth in the Initial Closing Certificate, the parties shall work together in good faith to resolve any such disputes, and any changes to the amounts set forth in the Initial Closing Certificate agreed upon in writing by the Company and the Parent shall be substituted for the amounts set forth in the Initial Closing Certificate. If such dispute is not resolved prior to Closing, then the amounts set forth in the Initial Closing Certificate shall be binding for purposes of the Closing.
Initial Adjustment. Commencing on each such adjustment date described in Section 3.1.2, the Basic Rent shall be automatically increased, such increase to equal the product of three percent (3.0%) multiplied by the number of Lease Years which have elapsed from the Commencement Date through the subject adjustment date, as an estimate of the actual change in effect as set forth inSection3.l.2 above ("Estimated Change"). The Estimated Change shall be applied to the amount of the Basic Rent. As soon as practicable following the subject adjustment date, the actual change in the Consumer Price Index as calculated in Section 3.1.2 shall be determined and reconciled with the Estimated Change. In the event the Estimated Change has resulted in Lessee paying excessive Basic Rent, then such excess shall be paid by Lessor to Lessee or credited to future Basic Rent, at the option of Landlord.
Initial Adjustment. The Maximum Service Rates shall be adjusted for 900 each Agreement Year effective March 1st of each applicable year as set forth in Exhibit 1.
Initial Adjustment. If, at the end of the first year anniversary of the Closing (the "Adjustment Date"), the average closing price of the Purchaser Common Stock for the twenty trailing business days prior to the Adjustment Date (the "Current Per-Share Price") is LESS than the Exchange Price, the Purchaser shall, within 10 days following the Adjustment Date, issue additional shares of Purchaser Common Stock (the "Additional Shares") to the Shareholders in such amount so that the PRODUCT of the number of Exchange Shares held by the Shareholders (and its assignees) on the Adjustment Date plus the number of Additional Shares TIMES the Current Per-Share Price is equal to the PRODUCT of the number of Exchange Shares held by the Shareholders (and their assignees) on the Adjustment Date TIMES the Exchange Price. The aggregate number of Additional Shares issued pursuant to this Section 2.8 shall be divided pro rata among the Shareholders based upon the percentage of the aggregate Exchange Shares issued to each Shareholder. By way of example and not limitation, if (1) the number of Exchange Shares originally issued to the Shareholders is 10, (2) the Exchange Price is $5, (3) the Current Per-Share Price is $3.00, and (4) the number of Exchange Shares owned by the Shareholders and their assignees is 6 on the Adjustment Date, THEN the aggregate number of Additional Shares to be issued by Purchaser to the Shareholders would be determined as follows:
Initial Adjustment. At least five Business Days prior to the Closing Date, the Seller shall deliver to the Buyer a written statement setting forth (a) an estimated balance sheet of the Seller with respect to the Acquired Assets and the Assumed Liabilities as of the Closing Date, but without giving effect to the Transaction, prepared in good faith and in accordance with the Working Capital Principles (the “Estimated Closing Balance Sheet”), (b) an estimated and reasonably detailed calculation of Net Working Capital prepared in good faith in accordance with the Working Capital Principles (the “Estimated Working Capital”) and a corresponding estimate of the Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”) (c) an estimated and reasonably detailed calculation of the Approved Fleet CapEx Amount (the “Estimated Approved Fleet CapEx Amount”), (d) the Closing Transaction Expenses, (e) the Closing Payoff Amount, (f) an estimate of Employee Benefit Continuation Costs, and (g) a calculation of the Closing Consideration based off such estimates (the “Estimated Closing Consideration”), together with supporting materials for each such calculation (such statement, the “Estimated Closing Statement”). At the request of the Buyer, after the delivery of the calculation of the Estimated Closing Statement, the Seller shall make its Representatives available to discuss and answer questions with respect to such calculation and the amounts reflected therein and shall consider, in good faith, any adjustments to the calculations and amounts reflected therein that are proposed by the Buyer prior to the Closing Date. For the avoidance of doubt, the Estimated Closing Statement shall be prepared so as not to take into account the effects of any purchase accounting in connection with this Agreement or Transaction Agreements or other changes arising from or resulting as a consequence of the Transaction.
Initial Adjustment. Any bargaining unit member who was employed as of September 15, 1999 at a base hourly rate of less than Nine Dollars ($9.00) shall receive a raise to Nine Dollars ($9.00) base hourly rate, effective September 15, 1999.
Initial Adjustment. Upon written request by Owner or Contractor, an initial adjustment may be performed to determine the anticipated actual cost of the insurance premiums for the Project Insurances (the “Anticipated Actual Insurance Cost”), which Anticipated Actual Insurance Cost shall be reasonably documented by Contractor. Owner and Contractor shall execute a Change Order in accordance with Article 6 of the Agreement to amend the Insurance Provisional Sum amount in the Agreement to the Anticipated Actual Insurance Cost. The final Insurance Provisional Sum adjustment shall be provided per Section 2.1(B) below.
