Economic Effective Date and Post-Economic Effective Date Purchase Price Adjustment Sample Clauses

Economic Effective Date and Post-Economic Effective Date Purchase Price Adjustment. For economic purposes, the economic effective date of the purchase and sale of the Common Stock of RVR will be 11:59 p.m., Malaysia time, December 31, 2016 (the "Economic Effective Date"). Accordingly, except as specifically provided in this Section, Sellers are not entitled to any payments or distributions from RVR that are allocable to periods subsequent to the Economic Effective Date, except for the reimbursement of properly documented business expenses and except for salary at the rate provided for in the Employment Agreement attached hereto as Exhibit A. As soon as reasonably practicable after the later of the Closing Date and the Economic Effective Date, Buyer will provide Sellers with a Post-Economic Effective Date Purchase Price Adjustment, based on RVR's operations through the Economic Effective Date. The Post-Economic Effective Date Purchase Price Adjustment will be calculated according to U.S. GAAP, and will (i) increase the amount of the Purchase Price by all revenue realized, if any, according to U.S. GAAP, by RVR after the Closing Date and prior to the Economic Effective Date but not received in cash by RVR at or before the Economic Effective Date; (ii) decrease the amount of the Purchase Price by all costs and expenses realized, if any, according to U.S. GAAP, by RVR after the Closing Date and prior to the Economic Effective Date but provided that those costs and expenses were not paid out by RVR at or before the Economic Effective Date; (iii) decrease the amount of the Purchase Price by all revenue realized, if any, according to U.S. GAAP, by RVR after the Economic Effective Date and prior to the Closing Date, provided that such revenue received in cash by RVR at or before the Closing Date; and (iv) increase the amount of the Purchase Price by all costs and expenses realized, if any, according to U.S. GAAP, by RVR after the Economic Effective Date and prior to the Closing Date, provided that those costs and expenses were not paid out by RVR at or before the Closing Date. Adjustments to the Purchase Price pursuant to the terms of this paragraph will continue to be paid in cash by both the Buyer and the Sellers after Closing within 10 days after which one party gives notice of any such adjustment to the other party. If not paid within 10 days after such notice, the notifying party may offset the amount owed pursuant to such adjustment by any amounts due to the non-paying party.
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Related to Economic Effective Date and Post-Economic Effective Date Purchase Price Adjustment

  • Effective Date and Allocations If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date.

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. 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 Maximum Annual Operating Expense Limit.

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution.

  • Adjustments to Capital Accounts At the end of each Fiscal Period, the Capital Accounts of the Partners shall be adjusted in the following manner:

  • Effective Date and Effective Time The closing of the --------------------------------- transactions contemplated hereby ("Closing") shall take place at the offices of Xxxxxxx, Xxxxxx & Xxxxxxxx, 0000 Xxxxxxxxx Xxx. X.X., Xxxxxxxxxx, X.X. 00000, unless another place is agreed to by RCFC and Bayonne, on a date ("Closing Date") that is no later than 14 days following the date on which the expiration of the last applicable waiting period in connection with notices to and approvals of governmental authorities shall occur and all conditions to the consummation of this Agreement are satisfied or waived, or on such other date as may be agreed to by the parties. Prior to the Closing Date, RCFC and Bayonne shall execute a Certificate of Merger in accordance with all appropriate legal requirements, which shall be filed as required by law on the Closing Date, and the Merger provided for therein shall become effective upon such filing or on such date as may be specified in such Certificate of Merger. The date of such filing or such later effective date as specified in the Certificate of Merger is herein referred to as the "Effective Date." The "Effective Time" of the Merger shall be as set forth in the Certificate of Merger.

  • Effective Date Deliveries On the Effective Date, the Company shall have delivered to the Representative executed copies of the Escrow Agreement, the Trust Agreement, the Warrant Agreement, the Services Agreement and all of the Insider Letters.

  • 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

  • Economic Price Adjustment is the adjustment to the Aircraft Basic Price (Base Airframe, Engine and Special Features) as calculated pursuant to Exhibit D.

  • CLOSING COSTS AND ADJUSTMENTS All adjustments are made as of settlement date.

  • Closing Date and Location The Transaction will be completed at 10:00 a.m. (Pacific time) on the Closing Date, at the offices of the Purchaser’s Solicitors, or at such other location and time as is mutually agreed to by the Purchaser and the Target. Notwithstanding the location of the Closing, each party agrees that the Closing may be completed by the exchange of undertakings between the respective legal counsel for the Purchaser and the Target, provided such undertakings are satisfactory to each party’s respective legal counsel.

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