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.
Post-Closing Adjustment (i) Within 90 days after the Closing Date, Parent shall prepare and deliver to Carlyle and X. Xxxxx a statement setting forth its calculation of Closing Working Capital, which statement shall contain an unaudited balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement”) and a certificate of the Chief Financial Officer of Parent that the Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company Financial Statements for the most recent fiscal year end as if such Closing Working Capital Statement was being prepared and audited as of a fiscal year end.
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
CPI Adjustment The basic rent provided in Paragraph 4 shall be increased each year by a percentage equal to the percentage change in the Consumer Price Index statistics published by the United States Bureau of Labor. Comparisons shall be made using the index entitled, “U.S. City Average/All Items and Major Group Figures for all Urban Consumers Xxxxxxxx Xxxx (0000-00 = 100),” or the nearest comparable data on changes in the cost of living, if such index is no longer published. The change shall be determined by comparison of the figure for the previous January 1, with that of January 1 of the current year. In no event shall this calculation cause a reduction in base rent below that payable during the preceding year. The proposed adjustment shall be presented to Lessee by Lessor thirty (30) days prior to the effective date of the assessment.
Payment Adjustments Notwithstanding anything to the contrary in this Article 3, any payment pursuant to this Article: (a) shall be subject to (i) any delay in payment or reduction required by Section 5.2 hereof, and (b) shall be subject to a set-off equal to the gross amount of any current or deferred compensation, including wages, salary, fees, benefits, tangible or intangible property or ownership rights or interests or other property rights, received by Executive or which he becomes entitled to receive in the future as remuneration for services to any Person, business or other entity as a result of, or in exchange for, any work or services performed, or any intellectual property conveyed by Executive, during the Restricted Period (“Remuneration”), provided that the foregoing provision shall in no way limit or impair Executive’s obligations or the Bank’s rights under Article 3 or Article 4 of this Agreement. Executive understands and agrees that the Bank’s set-off rights will accrue, and any set-off pursuant to this provision will be applied to any non-compete payments due (or previously paid or accrued), after the earlier of Executive’s receipt or accrual of Remuneration (the Set-off Date), and if Executive is not entitled to further payments under this Agreement, Executive agrees to refund the setoff amount in full to the Bank within fourteen (14 days) of Executive’s Certification reporting such remuneration or the Set-off Date, whichever is later.
Annual Adjustment The Ceding Company shall prepare and file any premium tax returns with taxing authorities. The Ceding Company shall pay or provide to the Administrator the benefit of any Post-Inception Date Assessments that have been applied to reduce the Ceding Company’s premium tax liability (“Premium Tax Credits”). The Ceding Company shall provide to the Administrator by April 15 of each year a statement of the amount (the “Annual Adjustment”) of (i) premium taxes paid with respect to premiums collected during the prior calendar year (to the extent such premium taxes constituted Reinsured Risks), less (ii) estimated premium taxes paid by the Administrator to the Ceding Company with respect to such premiums under the provisions of Section 6.5(a), less (iii) Premium Tax Credits for the prior calendar year. On or before May 31 of each year the Administrator shall pay to the Ceding Company the Annual Adjustment, if a positive amount, and the Ceding Company shall pay or credit to the Administrator the absolute value of the Annual Adjustment, if a negative amount.
Annual Adjustments Base Rent shall be increased on each annual anniversary of the first day of the first full month during the Term of this Lease (each an “Adjustment Date”) by multiplying the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated.
Closing Adjustment (i) At least three (3) Business Days before the Closing, Company shall prepare and deliver to Buyer an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), which shall include the Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of the Company that the Estimated Closing Working Capital Statement was prepared in accordance with Section 3(c) of Section 211 of the Companies Act applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Audited Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end.
Cost Adjustments Both parties agree that contracted prices shall be fixed for the first 12 months of this Contract. Contractor must submit to District any proposed cost adjustments at least 60 days before the proposed effective date of such increases with a detailed explanation for each adjustment. District alone reserves the right to reject any changes to this Contract it deems unacceptable.