Working Capital and Other Adjustments Sample Clauses

Working Capital and Other Adjustments. (a) As soon as practicable (and in no event later than 90 days after the Closing Date), Parent shall cause to be prepared and delivered to Xx. Xxxxxx (i) a calculation of the Closing Working Capital (the “Working Capital Report”), including such schedules and data as may be reasonably appropriate to support such calculation and (ii) a report (the “Closing Date Cash Report”) detailing the amount of cash and cash equivalents held by each of Codina Group and its wholly owned subsidiaries on a consolidated basis, and each of the Codina Property Entities other than the Specified Entities as of the Closing Date (the “Closing Date Cash”). Xx. Xxxxxx and his accountants shall be entitled to review the Working Capital Report, the Closing Date Cash Report, and any working papers, trial balances and similar materials relating to the Closing Working Capital and Closing Date Cash prepared by Parent or its accountants. Parent shall also provide Xx. Xxxxxx and his accountants with timely access, during Parent’s normal business hours, to Parent’s personnel and the properties, books and records to the extent related to the determination of the Closing Working Capital or the Closing Date Cash. For purposes of calculating Closing Date Cash, cash shall exclude the aggregate amount of all, outstanding checks and pending wire transfers as of the Closing Date and shall include all deposits in transit.
Sample 1
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Working Capital and Other Adjustments. 5 1.5 Pre-Closing Restructuring 6 1.6 Seller as Representative of the Other Owner Parties 6
Sample 1
Working Capital and Other Adjustments. (a) Within 40 days after the Closing Date, Buyer will deliver to Seller a calculation with supporting documentation of Closing Working Capital and the resulting Purchase Price, consistent with the sample calculation and methodology set forth in Schedule IV and the definition of Closing Working Capital. If Seller disagrees with such calculation of the Closing Working Capital and the resulting Purchase Price, Seller shall, within 30 days after receipt of Buyer’s calculation and supporting documentation of Closing Working Capital, deliver a notice (an “Objection Notice”) to Buyer setting forth Seller’s good faith objections. Buyer shall make available to Seller copies of all relevant documentation used in its calculation, if any, and shall provide Seller reasonable access to the books and records and personnel of the Company for the purpose of determining the correctness of Buyer’s calculation of Closing Working Capital. If Seller does not deliver the Objection Notice to Buyer within 30 days after receipt by Seller of Buyer’s calculation and supporting documentation of Closing Working Capital, Buyer’s calculation of Closing Working Capital and the resulting Purchase Price will be conclusively presumed to be true and correct in all respects and will be final and binding upon the parties. Seller and Buyer will use their respective commercially reasonable efforts to resolve any disagreements as to the computation of Closing Working Capital and the resulting Purchase Price, but if they do not obtain a final resolution within 30 days after Buyers’ receipt of the Objection Notice, then either party may elect to submit all amounts remaining in dispute to the Neutral Auditor. Upon such election, Buyer and Seller will direct the Neutral Auditor to render a determination within 45 days of its retention and Buyer and Seller will cooperate with the Neutral Auditor during its engagement. The Neutral Auditor will consider only those items and amounts set forth in the Objection Notice that Buyer and Seller are unable to resolve; provided that each of Buyer and Seller shall be entitled to make a presentation to the Neutral Auditor regarding the items and amounts that they are unable to resolve and neither Buyer nor Seller will meet separately with the Neutral Auditor. In making its determination, the Neutral Auditor shall (i) be bound by the terms and conditions of this Agreement, including the definition of Closing Working Capital, Schedule IV and the terms of this Section ...
Sample 1
Working Capital and Other Adjustments. (a) As promptly as possible and in any event no later ninety (90) days after the Effective Time, Seller shall prepare or cause to be prepared, and will deliver to Buyer a balance sheet of Seller as of the Effective Time, including footnotes thereto (the “Effective Time Balance Sheet”), together with a written statement setting forth in reasonable detail its determination of the Net Working Capital, Fixed Assets and Prepaid Expenses as of the Closing Date. The Effective Time Balance Sheet shall be determined and computed in accordance with GAAP using the accounting principles historically utilized by Seller in the preparation of the Financial Statements. Buyer, its representatives and accountants shall have reasonable access to the work papers used by Seller in the preparation of the Effective Time Balance Sheet and the calculation of the Net Working Capital, Fixed Assets and Prepaid Expenses for the purposes of verifying the accuracy and fairness of the preparation of the Effective Time Balance Sheet.
Sample 1
Working Capital and Other Adjustments. (a) If the Minimum Net Working Capital exceeds the calculation of the Net Working Capital set forth in Sellers’ Closing Estimate (the “Estimated Net Working Capital”), then Buyer shall be permitted to withhold from the payment of the Closing Consideration an amount equal to the amount by which the Minimum Net Working Capital exceeds the Estimated Net Working Capital (the “NWC Withheld Amount”).
Sample 1
Working Capital and Other Adjustments. (a) Not later than four (4) business days prior to the Closing Date, Company shall deliver to Parent a statement of Base Working Capital. “
Sample 1

Related to Working Capital and Other Adjustments

  • Dilution and Other Adjustments The existence of this Option shall not impair the right of the Partnership or Alliance Holding or their respective partners to, among other things, conduct, make or effect any change in the Partnership’s or Alliance Holding’s business, any issuance of debt obligations or other securities by the Partnership or Alliance Holding, any grant of options with respect to an interest in the Partnership or Alliance Holding or any adjustment, recapitalization or other change in the partnership interests of the Partnership or Alliance Holding (including, without limitation, any distribution, subdivision, or combination of limited partnership interests), or any incorporation of the Partnership or Alliance Holding. In the event of such a change in the partnership interests of the Partnership or Alliance Holding, the Board shall make such adjustments to this Option, including the purchase price specified in Section 1, as it deems appropriate and equitable. In the event of incorporation of the Partnership or Alliance Holding, the Board shall make such arrangements as it deems appropriate and equitable with respect to this Option for the Participant to purchase stock in the resulting corporation in place of the Units subject to this Option. Any such adjustment or arrangement may provide for the elimination of any fractional Unit or shares of stock which might otherwise become subject to this Option. Any decision by the Board under this Section shall be final and binding upon the Participant.

  • Corrective and Other Allocations In the event of any allocation of Additional Book Basis Derivative Items or any Book-Down Event or any recognition of a Net Termination Loss, the following rules shall apply:

  • Improper and Other Payments (a) Neither the Company, any director, officer, employee thereof, nor any agent or representative of the Company nor any person acting on behalf of any of them, has made, paid or received any unlawful bribes, kickbacks or other similar payments to or from any person or authority, (b) no contributions have been made, directly or indirectly, by the Company to a domestic or foreign political party or candidate; and (c) the internal accounting controls of the Company are believed by the Company’s management to be adequate to detect any of the foregoing under current circumstances.

  • Taxes and Other Impositions All ad valorem real property taxes, special taxes, possessory interest taxes, bonds and special lien assessments or other impositions of any kind with respect to the Project, the Project Site and the improvements thereon, charged to or imposed upon either Developer or the District or their respective interests or estates in the Project, shall at all times be paid by District. In the event any possessory interest tax is levied on Developer, its successors and assigns, by virtue of this Facilities Lease or the Site Lease, District shall pay such possessory interest tax directly, if possible, or shall reimburse Developer, its successors and assigns for the full amount thereof within forty-five (45) days after presentation of proof of payment by Developer.

  • Protection Against Dilution and Other Adjustments 6.1 The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 6; provided, that there shall be no adjustment in the number of Warrant Shares issuable upon exercise of this Warrant upon any adjustment of the Exercise Price pursuant to this Section 6. Upon each such adjustment of the Exercise Price pursuant to this Section 6, the Holder shall thereafter prior to the Expiration Date be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of Warrant Shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.

  • TAXES AND OTHER LIABILITIES Pay and discharge when due any and all indebtedness, obligations, assessments and taxes, both real or personal, including without limitation federal and state income taxes and state and local property taxes and assessments, except such (a) as Borrower may in good faith contest or as to which a bona fide dispute may arise, and (b) for which Borrower has made provision, to Bank's satisfaction, for eventual payment thereof in the event Borrower is obligated to make such payment.

  • Pro Forma and Other Calculations (a) For purposes of calculating the Fixed Charge Coverage Ratio, Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio, the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio and the Consolidated Total Debt to Consolidated EBITDA Ratio, Investments, acquisitions, dispositions, mergers, consolidations, and disposed operations (as determined in accordance with GAAP) that have been made by the Borrower or any Restricted Subsidiary during the Test Period or subsequent to such Test Period and on or prior to or simultaneously with the date of determination shall be calculated on a Pro Forma Basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations, and disposed operations (and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the Test Period. If, since the beginning of such period, any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger, consolidation, or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio, Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio, Consolidated Senior Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated giving Pro Forma Effect thereto for such Test Period as if such Investment, acquisition, disposition, merger, consolidation, or disposed operation had occurred at the beginning of the Test Period. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, the Fixed Charge Coverage Ratio, the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio, the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 10.1 or Section 10.2.

  • ACCOUNTING AND OTHER TERMS Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

  • Taxes and Other Obligations Pay all of its taxes, assessments and other obligations, including, but not limited to taxes, costs or other expenses arising out of this transaction, as the same become due and payable, except to the extent the same are being contested in good faith by appropriate proceedings in a diligent manner.

  • Taxes and Other Liens Each Related Person shall pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it or upon its income or upon any of its Property as well as all claims of any kind (including claims for labor, materials, supplies and rent) which, if unpaid, might become a Lien upon any or all of its Property; provided, however, each Related Person shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings diligently conducted by or on behalf of such Related Person and if such Related Person shall have set up reserves therefor adequate under GAAP.

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