Contribution Adjustment Amount definition
Examples of Contribution Adjustment Amount in a sentence
The Consideration shall be adjusted (a) upward by an amount equal to the applicable Capital Contribution Adjustment Amount and (b) downward by the applicable Additional Distribution Amount.
Each of Five Point and Longwood agree that it shall not engage, or agree to engage the Independent Accountant to perform any services other than as the Independent Accountant pursuant hereto until the Closing Statement and the Contribution Adjustment Amount have been finally determined pursuant to this Section 2.3. Each of Five Point and Longwood agrees to execute, if requested by the Independent Accountant, a reasonable engagement letter.
In making such calculation, the Independent Accountant shall consider only those items or amounts in the Closing Statement and the calculation of the Contribution Adjustment Amount as to which Five Point has disagreed in its notice of disagreement duly delivered pursuant to Section 2.3(b).
If Five Point fails to deliver a notice by the conclusion of such 60-day period, Five Point shall be deemed to have agreed with all items and amounts contained in the Closing Statement and the calculation of the Contribution Adjustment Amount delivered pursuant to Section 2.3(a) shall be the Final Contribution Adjustment Amount.
Within thirty (30) days after the determination of the Final Contribution Adjustment Amount pursuant to Section 2.3, Five Point shall provide Longwood with a proposed allocation of the agreed initial Book Basis of the Contributed Interests ($350,000,000) (together with all other amounts properly taken into account under applicable Law) among the assets of the Contributed Entities as of the Closing (the “Proposed Allocation”).
The Parties agree that the determination of the Accountant with respect to any Disputed Items is not intended to permit the introduction of accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that conflict with the Accounting Principles or the definitions set forth herein for the purposes of determining the Final Contribution Adjustment Amount or Cash as reflected on the Estimated Closing Statement or the Post-Closing Statement.
On or after the Effective Time through the date of this Agreement, none of the Contributing Parties nor any of its subsidiaries have made any Capital Contributions (as such term is defined in the Existing SNG Partnership Agreement or Existing CIG Partnership Agreement) that would be included in the calculation of any Capital Contribution Adjustment Amount, to SNG or CIG, respectively.
Kelowna will pay (if required) any Contribution Adjustment Amount owing to the Contributing Parties, as appropriate, within 30 days of preparation of a statement outlining the Contribution Adjustment Amounts of each Party or may, at the election of Kelowna each year except the final year, credit the amount owing to the Contribution Amount required from each Party for the following year.
On or after October 1, 2010 through the date of this Agreement, neither El Paso nor any of its subsidiaries have made any Capital Contributions (as such term is defined in the respective Existing ▇▇▇▇ Express LLC Agreement, Existing SLNG LLC Agreement or Existing SNG Partnership Agreement) that would be included in the calculation of any Capital Contribution Adjustment Amount, to any of SNG, ▇▇▇▇ Express or SLNG.
If the Contribution Adjustment Amount that is payable on the Amendment Date is a negative number, then such amount shall be paid by Prudential to the Contract-Holder on such Amendment Date by delivering cash and/or non-cash assets agreed to by Prudential and the Contract-Holder having the Market Value as of the determination date equal to such Contribution Adjustment Amount, as indicated on the applicable Cash and Transferred Assets Exhibit Supplement.