Interim Period Adjustment Sample Clauses

Interim Period Adjustment. The parties computed both (a) the aggregate amount collected by Insurers in respect of Policies (not including balances, receivables, accruals, rights and other items assigned in kind pursuant to Article V) between January 1, 2001 and the Original Effective Time (the “Stub Period”), and (b) the aggregate amount paid during the Stub Period in respect of Policy Liabilities (not including liabilities assumed by Reinsurer at the Original Effective Time pursuant to Article V). The difference between (a) and (b) (the “Stub Amount”) was resolved by payment of the Stub Amount (plus or minus any net interest and investment return during the Stub Period that was neither assigned or assumed pursuant to Article V nor addressed by the 6% per annum interest allowance otherwise specified in paragraphs 2, 3 and 4 of this Article VII), from the Insurers to Reinsurer if the Stub Amount was positive and from Reinsurer to Insurers if the Stub Amount was negative. Payment of the Stub Amount (adjusted as described for any net interest or investment return) was made by addition to or subtraction from the first quarterly payment due under paragraph 5 following, it being understood that the purpose of the foregoing described payment computation was to transfer effectively the financial results of Subject Business operations during the Stub Period from Insurers to Reinsurer. Any irreconcilable dispute between the parties with respect to the conformity of the statements delivered in accordance with this Article VII to Historical GAAP was resolved by the firm of Deloitte & Touche.
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Interim Period Adjustment. 3.3.1 The Base Consideration shall be adjusted at Completion by the “Interim Period Adjustment” which may be a positive or negative amount and shall be the amount calculated at Completion as the sum of:
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Interim Period Adjustment. Within 45 days after the six-month period immediately following the Closing Date (such six-month period is referred to herein as the “Interim Measurement Period,” and the last day of the Interim Measurement Period is referred to herein as the “Interim Measurement Date”), the Purchaser shall deliver to the Seller a proposed statement (the “Proposed Interim Statement”) that sets forth the Seller’s determination of the Annualized Revenue Run Rate for the Interim Measurement Period. The Proposed Interim Statement shall not be audited, but shall be otherwise prepared on a basis consistent with the accounting practices and policies used in connection with the preparation of the Financial Statements, as adjusted to solely reflect Actual Billed Revenues and to exclude Excluded Assets and Excluded Liabilities. The Seller shall cooperate with the Purchaser, at no cost to the Purchaser, in the preparation of the Proposed Interim Statement, including but not limited to providing access to any appropriate work papers or to the Seller’s accountants and auditors. The Seller shall have the right, exercisable within 15 days following its receipt of the Proposed Interim Statement, to deliver to the Purchaser a detailed statement (an “Interim Statement Challenge”) describing all of its objections (if any) thereto including a reasonably detailed explanation of such objections. If the Purchaser has not received an Interim Statement Challenge within 15 days following the Seller’s receipt of the Proposed Interim Statement, the Seller shall be deemed for all intents and purposes to have accepted and agreed in full to the Proposed Interim Statement. If, however, the Purchaser shall have received an Interim Statement Challenge within 15 days following the Seller’s receipt of the Proposed Interim Statement, there shall be no Purchase Price Adjustment in respect of the Interim Measurement Period until resolution of the disagreement between the Seller and the Purchaser in accordance with Section 2.08 hereof, and the Escrow Agent shall make no disbursement of the Escrow Amount until such dispute has been so resolved. Notwithstanding the foregoing, if the Purchaser shall fail to deliver to the Seller the Proposed Interim Statement within 45 days after the Interim Measurement Date, then the Seller shall have the right in its sole discretion to declare that the Interim Target has been reached, which declaration shall be final and binding upon the Purchaser and the Escrow Agent. Subject to...
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Interim Period Adjustment. The Interim Period Adjustment, which shall increase the Consideration, shall be the sum of all expenditure incurred and paid in respect of the Interests by Seller including, without limitation, Licence Royalty, demurrage, brokers' fees (other than fees of stockbrokers and advisers engaged in relation to the matters referred to herein), employees salaries, rent, insurance premia and deductibles and all other costs and expenses incurred and paid by Seller in respect of the Interests during the Interim Period and which have not been met by cash calls or other payments taken into account under the foregoing provisions of this clause 3. Any such costs and expenses which relate to any period prior to the Economic Date and which have not been taken into account in the Working Capital Adjustment shall be for the cost of Seller and shall not result in any adjustment to the Consideration. INTERIM COMPLETION STATEMENT/ESTIMATE OF ADJUSTMENTS
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Interim Period Adjustment. Cash Calls Adjustment Clause 3.6 +/- +/- Other Cash Payments Adjustment Clause 3.7 + + +/- +/- Other Cash Receipts Adjustment Clause 3.8 - - + + + + Taxation Adjustment Clause 11.3 +/- +/- Adjustment equivalent to interest Clause 3.14.2 +/- +/- Settlement Balances £ $ Schedule 6 Work Programmes and Budgets Bacchus Project Monthly Report #1 Cut-off date 30 September 2010
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Related to Interim Period Adjustment

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

  • CPI Adjustment In this Agreement, “CPI-Adjusted” in reference to an amount means that amount is adjusted under the following formula: N  C  (1 CPIn  CPIc ) CPIc where: ”N” is the new amount being calculated; and “C” is the current amount being adjusted; and

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • Audit Adjustment If any audit of the records, books or accounts relating to the Properties discloses an overpayment or underpayment of Management Fees, Owner or Manager shall promptly pay to the other party the amount of such overpayment or underpayment, as the case may be. If such audit discloses an overpayment of Management Fees for any fiscal year of more than the correct Management Fees for such fiscal year, Manager shall bear the cost of such audit.

  • Closing Adjustment Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

  • Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of his interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Holders in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

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