Operating Adjustment Sample Clauses

Operating Adjustment. (a) The Purchase Price shall be adjusted as follows ("Operating Adjustment") in accordance with the procedures set forth in Section 2.5(b): i. Adjustments on a pro rata basis as of the Closing Date shall be made for all expenses prepaid and deposits made by Seller, all as determined in accordance with GAAP consistently applied, and to reflect the principle that all such expenses and deposits attributable to the Business for the period prior to the Closing Date are for the account of Seller, and all such expenses and deposits attributable to the Business for the period on and after the Closing Date are for the account of Purchaser. ii. All Subscriber deposits which have not been applied or refunded as of the Closing Date shall be retained by Seller and shall constitute a corresponding decrease in the Purchase Price credited to the account of Purchaser. iii. All deferred or prepaid income as of the Closing Date shall be retained by Seller and shall constitute a corresponding decrease in the Purchase Price credited to the account of Purchaser. iv. All Subscriber rebates payable under the $200 Rebate Program of DirecTV on account of Subscribers activated since August 29, 1996, shall be paid to Subscribers (or credited against Subscribers' programming invoices) by Purchaser, and shall constitute a decrease in the Purchase Price credited to the account of Purchaser in an amount equal to (x) the number of Subscribers activated since August 29, 1996 minus the number of such Subscribers who have been paid a full cash rebate by Seller multiplied by (y) $160.
Sample 1
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Operating Adjustment. The parties intend that the Seller operate the Business for the account of the Purchaser for the period commencing December 31, 1995 (the "Effective Date"). Accordingly, as an additional purchase price adjustment, the Adjusted Purchase Price shall be further adjusted as follows (as so adjusted, the "Final Purchase Price"). By no later than 10 business days following the Closing Date, the Seller shall prepare and deliver to the Purchaser a statement of the net cash generated or consumed by the Business (the "Operating Statement") between the Effective Date and the Closing Date. It is understood and agreed by the parties hereto that the Operating Statement shall be computed by the Seller without taking into consideration any cash consumed by the Business due to (i) the payment of any liabilities of the Business which are not Assumed Liabilities, and (ii) any transaction relating to assets of the Business which are not Assets being purchased by the Purchaser (it being understood that lease payments and insurance policy premiums shall be included in computing the operating Statement). In the event the Purchaser disputes the Operating Statement, the Purchaser shall notify the Seller in writing of the amount, nature and basis of such dispute within 5 business days after delivery of the Operating Statement (the "Operating Adjustment Dispute Notice"). The parties shall use their best efforts to resolve the dispute within 10 days after delivery of the Operating Adjustment Dispute Notice. If they are unable to agree upon a resolution of the dispute within such 10-day period, the dispute shall be submitted to Deloitte & Touche for resolution. The determination of such accountants as to the resolution of any dispute shall be binding and conclusive upon all parties hereto. The fees and expenses of such accountants shall be shared equally by the Seller and the Purchaser. Immediately upon the expiration of the 10-day period for giving the Operating Adjustment Dispute Notice (if no Operating Adjustment Dispute Notice is given), or immediately upon the resolution of disputes, if any, the Adjusted Purchase Price shall be reduced by the net amount of any cash generated by the Business between the Effective Date and the Closing Date, or increased by the net amount of any cash consumed by the Business between the Effective Date and the Closing Date. Any amounts due to the Purchaser or the Seller pursuant to this subsection (c) shall be payable no later than three business days...
Sample 1
Operating Adjustment. 5 2.5 Assets to be Conveyed to Berry.. . . . . . . . . . . . . . . . 6 2.6
Sample 1
Operating Adjustment. 10 2.6 Liabilities........................................................................12 2.7 Closing............................................................................12 2.8 Transactions at Closing............................................................12
Sample 1
Operating Adjustment. (a) The Purchase Price shall be adjusted as follows ("Operating Adjustments") in accordance with the procedures set forth in Section 2.5(b):
Sample 1
Operating Adjustment. The Base Purchase Price payable in respect of a Transferred Asset or a Non-Transferred Asset shall be adjusted on account of the Operating Cashflow associated with such Transferred Asset or Non-Transferred Asset, as applicable, (the “Operating Adjustment”) from the Adjustment Date to (i) in the case of a Transferred Asset, the applicable Asset Closing Date, and (ii) in the case of a Non-Transferred Asset, the date of adjustment specified in respect of such Non-Transferred Asset pursuant to Section 4.7(d)(i), 4.7(e) or 4.8(b)(ii), as applicable.
Sample 1
Operating Adjustment a. October 1, 1996, at 12:01 a.m. shall be considered the "Effective Date" of this Agreement, and the operations of Xxxxxxxxx and the Cogeneration Assets, including income derived from the P.G.&E. S.O. #2 Contract, shall be for the account of Xxxxx from and after that date, conducted in the ordinary course of business as described in Section 5.5 hereof; provided, however, that the application of such an Effective Date shall not be deemed to make Xxxxx liable for any costs or charges related to the SOCAL Contract. For all other purposes, and without limiting the generality of the foregoing, the representations, warranties, covenants and indemnities herein, and the delivery of the Purchase Price, shall occur and be effective at the Closing. The Operating Adjustment will occur at or after the Closing with a cash payment in an amount equal to the net income or loss of the Cogeneration Assets after the Effective Date, adjusted to reflect only necessary operating revenues and expenses which would have been credited to or incurred by Xxxxx had both this Agreement and the acquisition of the Cogeneration Assets under the Right to Purchase Contract been concluded and closed on the Effective Date. The operating revenues shall specifically include, but not be limited to, revenue from power and steam sales. Operating expenses shall exclude any payments made pursuant to the Cogeneration Lease or the Cogeneration Premises Lease, any SOCAL charges, legal fees, interest, amortization, unreasonable travel and entertainment and management fees in excess of Fifty Dollars ($50) per day. If the Cogeneration Assets produce a net income after the Effective Date, then Xxxxxxxxx shall pay Xxxxx an Operating Adjustment equal to such net income. If the Cogeneration Assets produce a net loss after the Effective Date, then Xxxxx shall pay Xxxxxxxxx an Operating Adjustment equal to the amount of the net loss.
Sample 1
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Operating Adjustment. 5 2.5 Assets to be Conveyed to Xxxxx.. . . . . . . . . . . 5 2.6
Sample 1
Operating Adjustment a. October 1, 1996, at 12:01 a.m. shall be considered the "Effective Date" of this Agreement, and the oil and gas operations included in the Assets shall be deemed to be for the account of Xxxxx from and after that date. The Operating Adjustment will occur after the Closing in an amount equal to the difference between (i) the value of oil and gas produced by Xxxxxxxxx after the Effective Date and (ii) the normal cost of producing oil and gas after the Effective Date, as determined by Xxxxxxxxx'x customary accounting method adjusted to reflect only necessary operating revenues and expenses which would have been credited to or incurred by Xxxxx had this transaction closed on the Effective Date. The oil tanks shall be gauged at 12:01 a.m. on the Effective Date. The value of oil and gas produced by Xxxxxxxxx after the Effective Date shall be the net sales after royalties adjusted for the change in inventory between the Effective Date and the Closing. If the value of the oil and gas produced after the Effective Date is greater than said cost, then Xxxxxxxxx shall pay Xxxxx an Operating Adjustment equal to the amount of the difference. If the value of the oil and gas produced after the Effective Date is less than said cost, then Xxxxx shall pay Xxxxxxxxx an Operating Adjustment equal to the amount of the difference.
Sample 1

Related to Operating Adjustment

  • 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.

  • 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.

  • Closing Adjustments To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

  • Tax Adjustment Tenant shall pay to Landlord or Landlord's agent -------------- as Additional Rent, an amount ("Tax Adjustment Amount") equal to Tenant's Proportionate Share of the amount of Taxes incurred with respect to each Calendar Year. The Tax Adjustment Amount with respect to each Calendar Year shall be paid in monthly installments during such Calendar Year in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. If any portion of Taxes for any Calendar Year is payable in whole or in part before the end of such Calendar Year, Tenant shall, within thirty (30) days after the written request of Landlord, promptly pay its Proportionate Share of such payment as a special installment, after deducting installments previously paid by Tenant under this Section 3C for such Calendar Year. Following the final payment of Taxes for each Calendar Year, Landlord shall cause the amount of the Tax Adjustment Amount for such Calendar Year to be computed and deliver to Tenant a statement of such amount plus a statement of all estimated installments paid by Tenant for such Calendar Year. Tenant shall pay to Landlord any deficiency shown by such statement within thirty (30) days after receipt of such statement. If the installments paid exceed the actual amount due, and if Tenant is not then in default hereunder, Landlord shall either credit the excess against payments next due to Landlord from Tenant hereunder or, at Landlord's option, refund the excess to Tenant within thirty (30) days following Xxxxxxxx's determination. The amount of any refund of Taxes received by Landlord shall be credited against Taxes for the year in which such refund is received. In determining the amount of Taxes for any year, the amount of special assessments to be included shall be limited to the amount of the installment (plus any interest payable thereon) of such special assessment required to be paid during such year as if the Landlord had elected to have such special assessment paid over the maximum period of time permitted by law. All references to Taxes "for" a particular year shall be deemed to refer to Taxes assessed for such year, notwithstanding that such Taxes are billed and paid in a subsequent Calendar Year. Delay in computation of the Tax Adjustment Amount shall not be deemed a default hereunder or a waiver of Landlord's right to collect the Tax Adjustment Amount.

  • 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

  • Cost of Living Adjustment For each year following the Initial Term, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent as previously provided in the Initial Term, the total fee for all services shall equal the fee that would be charged for the same services based on a fee rate (as reflected in a fee rate schedule) increased by the percentage increase for the twelve-month period of such previous calendar year of the CPI-W (defined below) or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. As used herein, “CPI-W” shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers (Area: Boston-Brockton-Nashua, MA-NH-ME-CT; Base Period: 1982-84=100), as published by the United States Department of Labor, Bureau of Labor Statistics.

  • 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 actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Operating Expense Limit.

  • Capital Adjustments (a) The existence of the Option shall not affect in any way the right or power of the Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Corporation's capital structure or the Corporation’s business, or any merger or consolidation of the Corporation or any issue of bonds, debentures, preferred stock having a preference to or affecting the Corporation’s capital stock or the rights thereof, or the issuance of any securities convertible into any such capital stock or of any rights, options, or warrants to purchase any such capital stock, or the dissolution or liquidation of the Corporation, any sale or transfer of all or any part of the Corporation’s assets or business, or any other act or proceeding of the Corporation, whether of a similar character or otherwise.

  • CPI Adjustment In this Contract*, “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

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

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