Basis of Sample Clauses

Basis of asset ownership
Sample 1
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Basis of. 1 The lump sum price for the item "Sitework" Payment will cover the costs for the following.
Sample 1
Basis of. Consideration The consideration under each of the Previous De Minimis Agreements was determined after arm’s length negotiations between the parties with reference to (i) the quality of the coal to be supplied and (ii) the market price of coal determined with quotations Xxxxxxx Xxxxxxxxx obtained from independent third party coal suppliers. Guarantee Suzhou GCL shall provide a guarantee of RMB500,000 to Jiangsu Zhongneng within three days upon the signing of each of the Previous De Minimis Agreements to ensure it will deliver the coal to Jiangsu Zhongneng in accordance with the Previous De Minimis Agreements or the requirements of Jiangsu Zhongneng. In the event that Suzhou GCL fails to provide all or part of the guarantee, Jiangsu Zhongneng is entitled to withhold the corresponding amount from the consideration payable to Suzhou GCL under each of the Previous De Minimis Agreements.
Sample 1
Basis of determination of future annual caps Determined by taking into account of the prevailing market prices for similar services in the open market and the historical charging rates during the Track Record Period after negotiations on an arm’s length basis. The relevant service fee shall be on normal commercial terms, and at prices no more favourable than those provided to our customers who are Independent Third Parties. Historical transaction Year ended 31 December Nine months ended 30 September amounts 2018 2019 2020 0000 XXX’000 XXX’000 XXX’000 XXX’000 94,073 122,136 194,331 157,895 Annual caps on future transaction Year ending 31 December 2021 2022 0000 XXX’000 XXX’000 XXX’000 188,900 245,700 298,200 Sales Assistance Services Preliminary Planning Services Factors taken into account for determining above annual caps • the historical transaction amounts during the Track Record Period; • the total construction area of Dima Group increased at a CAGR of approximately 16.0% from 2018 to 2020. As at 31 December 2020, Dima Group’s total planned construction area was approximately 17.6 million sq.m.; and • the expected increase in the number of the property projects for the three years ending 31 December 2023, with reference to (a) the growth rate of the historical transactions amounts; and (b) the business development plan of Dima Group and Affiliated Companies and our Group’s estimation on the number of new property projects of Dima Group. The year-on-year percentage change in relation to such annual caps are approximately -3%, 30% and 21% for the three years ending 31 December 2023. The decrease in the annual cap for the year ending 31 December 2021 as compared with the historical transaction amount for the year ended 31 December 2020 was based on the historical transaction amount and the relevant service agreements signed as at the date of the Master Value-added Service Agreement. Such increment for 2022 and 2023 was in-line with the increase in the total number of service agreements entered into with Dima Group and Affiliate Companies during the Track Record Period and the expected increase in the number of service agreements to be entered into in relation to the Preliminary Planning Services and Sales Assistance Services. The annual cap for Sales Assistance Services was calculated from the number of existing property projects to which we offered Sales Assistance Services, the expected number of new property projects of Dima Group and the expected Sales Assistan...
Sample 1
Basis of determining the issue price of the Placement Units The issue price for the Placement Units will be determined and announced at a later date by the Board after obtaining the relevant approvals. The issue price for the Placement Units will be based on the 5-day volume weighted average market price (“VWAP”) of Atrium Units at a discount of not more than 10% after taking into consideration, amongst others, the prevailing market conditions and market price of the Units immediately prior to the price-fixing date. For illustrative purposes, the indicative issue price for the Placement Units is assumed to be RM1.10 per Placement Unit, which represents a discount of RM0.03 or 2.65% to the 5-day VWAP of Atrium Units up to and including 11 February 2019, being the latest practicable date prior to this announcement (“LPD”) of RM1.13.
Sample 1
Basis of determination: The annual caps under the Construction Contracting Framework Agreement for the years ending December 31, 2019 and 2020 are determined mainly with reference to: (1) the construction service fees previously paid to the Group by the Subject Companies; (2) expected project contract amount and construction progress; (3) the number of projects currently available to the Group that require construction services; and (4) new construction contracting projects expected by the Group in 2019 and 2020. In particular:
Sample 1
Basis of the Pre-sale Pre-sale of the Commodity Housing has been approved by Beijing Municipal Bureau of Land Resources and Housing Administration, and the number of the Pre-sale Permit is Jxxx Xxxx Sxxx Xxxxx Zi No. (2003) 121.
Sample 1
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Basis of. ACCRUAL Interest and the commitment fee shall accrue from day to day and shall be calculated on the basis of a year of 360 days (or, if market practice differs, in accordance with market practice) and the actual number of days elapsed.
Sample 1

Related to Basis of

  • Basis of Agreement Subject to the terms and conditions herein provided, during the period of this Agreement, the Managers shall carry out Management Services in respect of the Vessel as agents for and on behalf of the Owners. The Managers shall have authority to take such actions as they may from time to time in their absolute discretion consider to be necessary to enable them to perform this Agreement in accordance with sound ship management practice.

  • Basis of Accrual If the basis of accrual of interest or fees expressed in this Agreement with respect to the currency of any state that becomes a participating state shall be inconsistent with any convention or practice in the London Interbank Market or, as the case may be, the Paris Interbank Market for the basis of accrual of interest or fees in respect of the euro, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a participating member state; provided, that if any Loan in the currency of such state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Loan, at the end of the then current Interest Period.

  • Basis of Reinsurance Reinsurance under this Agreement will be on the Yearly Renewable Term basis on the portion of each policy that is reinsured as described in Schedule A.

  • Allocation of Risk Licensee acknowledges and agrees that each provision of this Agreement that provides for a disclaimer of warranties or an exclusion or limitation of damages represents an express allocation of risk, and is part of the consideration of this Agreement.

  • Basis of Computation Interest accrued hereunder shall be computed for the actual number of days elapsed on the basis of a 360-day year.

  • Basis of Presentation In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements as of and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in process. The estimated fair values used in the accompanying pro forma financial statements are preliminary and represent our current best estimate of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statements.

  • Extent of Liability; Contribution (a) Notwithstanding anything herein to the contrary, each Borrower’s liability under this Section 5.11 shall be limited to the greater of (i) all amounts for which such Borrower is primarily liable, as described below, and (ii) such Borrower’s Allocable Amount.

  • Extent of Liability Notwithstanding anything to the contrary contained herein, with respect to the indemnification obligations of the Funds provided in this Section4.03, each Fund shall be: (i) severally, and not jointly and severally, liable with each of the other Funds; and (ii) liable only for its pro rata share of such liabilities, determined with reference to such Fund's proportionate interest in the aggregate of assets held by the Custodian in the Account with respect to which such liability relates at the time such liability was incurred, as reflected on the books and records of the Funds.

  • MUTUAL EXCLUSION OF CONSEQUENTIAL DAMAGES Except for any liquidated damages agreed to by the parties to this Agreement related to an unexcused termination of this Agreement, under no circumstances will either party be liable to the other party for special or punitive damages, or consequential loss or damage, or any loss of profits, goodwill, business opportunity, business, or revenue or anticipated savings, in relation to this Agreement, whether or not the relevant loss was foreseeable, or the party was advised of the possibility of such loss or damage or that such loss was in contemplation of the other party.

  • Non-Exclusive Relationship The relationship between the parties is a non-exclusive one, which allows the Contractor and the Principal to engage in other activities, provided that all of the terms and conditions under this Agreement are strictly observed, including the avoidance of conflicts of interests. Notwithstanding the foregoing:

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