Adjusted Payments Clause Samples
The Adjusted Payments clause defines how payment amounts may be modified under certain circumstances specified in the contract. Typically, this clause outlines the conditions that trigger adjustments, such as changes in applicable taxes, regulatory requirements, or unforeseen costs, and details the method for recalculating the payment amounts. Its core function is to ensure that the financial terms of the agreement remain fair and equitable for both parties in the face of changing external factors, thereby allocating risk and maintaining contractual balance.
Adjusted Payments. Notwithstanding anything to the contrary herein, to the extent that Maker is unable to make an installment payment under this Promissory Note because of the reasons set forth in Section 2 herein, Maker shall assess the amount of funds that it may legally use to make payments to Payee and Mr. ▇▇▇▇▇ ▇▇▇, to the extent that there are funds available, Maker shall first make proportional payments of principal and/or interest thereon (depending upon the type of payment that was scheduled) to Payee and Mr. ▇▇▇▇▇ ▇▇ the extent legally permissible; thereafter, the amount of such scheduled installment that the Company was not obligated to pay pursuant to Section 2 hereof shall be added to the principal amount remaining on this Promissory Note and future annual payments hereunder will be adjusted accordingly. Such procedures shall apply to successive years' installment payments until the entire principal amount of each of Payee's and Mr. ▇▇▇▇▇' ▇▇tes are paid in full, which may extend beyond the anticipated six-year term stated in Section 2 herein.
Adjusted Payments. Purchaser agrees that it will seek to apply the Escrowed Funds in payment for the first $150,000 of any adjustments required to be made to the Purchase Price hereunder. In the event that any such adjustment exceeds such $150,000 or if any such Escrowed Funds are not promptly paid to Purchaser, Seller shall promptly pay to Purchaser the amount of any such excess.
Adjusted Payments. Payment of the applicable Initial Purchase Price for each delivery of Product shall be made within sixty (60) days from the later of the date of invoice or the date of delivery. Within sixty (60) days of the end of each calendar half-year, Anthra shall prepare an accounting of the weighted average unit Net Sales price for [each formulation, dosage form and quantity of] the Product sold during such half-year and shall forward such accounting to Leiras together with an additional payment if the Initial Purchase Price has been less 90 91 than such price, If the Initial Purchase Price has been greater than such price, Leiras shall provide Anthra a quantity of Product free of charge in the amount of such shortfall. Each accounting shall contain at least the following information separately on each dosage form: the total amount of Product sold, returned and the reasons for returns; the dollar volume of sales and returns; and the price of each return, sale and itemized deductions from sales.
Adjusted Payments. Payments required to be made as a result of an adjustment to any portion of the Purchase Price, as well as the allocation determination set forth in Section 4 below, shall occur upon the Settlement Date. The monies deposited into the Escrow Account shall be used as security for any adjustments required to be made to the Purchase Price, as security for the value of the Card Inventory and as security for the indemnification obligations described in Section 11.01; provided, however, it is understood and agreed to that the release of said monies from Escrow shall not be delayed if there are no current claims for indemnity as of the release date. The parties shall cooperate in good faith with each other to determine the adjustments, if any, to the Purchase Price and the value of the Card Inventory and disburse the sums held in Escrow as soon as possible. Except where specifically stated otherwise herein, and in the Escrow Agreement, for all other fees and expenses, the Purchaser and Sellers will each be solely responsible for their respective expenses of entering into this agreement, including, without limitation, fees and expenses of legal counsel, accountants or other advisors incurred in connection with the transactions contemplated hereby. A "business day" is any day upon which PNC Bank, National Association is open for business to the general public. Subject to the Sellers' obligations under Section 11.01 hereof and Purchaser's set-off rights described in Section 11.03, it is the intent of the parties that all sums held in Escrow (other than the sums associated with the Card Inventory) be disbursed on the Settlement Date. THE SELLERS AGREE THAT ALL PAYMENTS DUE FROM THE PURCHASER OR THE ESCROW AGENT TO THE SELLERS IN CONNECTION HEREWITH SHALL BE MADE TO MR. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ BEHALF OF THE SELLERS, AND MR. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇LL DISTRIBUTE SUCH FUNDS AMONGST THE SELLERS IN RELATION TO THE PURCHASED ASSETS SOLD BY EACH SELLER HEREUNDER AND/OR IN ACCORDANCE WITH ANY APPLICABLE PARTNERSHIP OR OPERATING AGREEMENTS, OR AS OTHERWISE AGREED TO AMONGST THE SELLERS. The parties further agree that any interest earned on the monies held in escrow shall be disbursed to the party entitled to receive the principal of the escrowed funds (i.e., if a party receives 50% of the principal amount of the escrowed funds, such party would also receive 50% of the interest accrued through the date of disbursement).