Adjustment Fee Clause Samples

An Adjustment Fee clause defines a specific charge that may be applied to account for changes in the terms, scope, or conditions of an agreement after it has been executed. This fee typically arises when one party requests modifications—such as altering delivery dates, quantities, or specifications—that require the other party to incur additional costs or administrative effort. By establishing the right to impose an adjustment fee, the clause ensures that the party making changes compensates the other for any extra resources expended, thereby maintaining fairness and discouraging unnecessary or frequent alterations to the contract.
Adjustment Fee. The Client will not be liable for any adjustment to the Fee arising out of, or in connection with, a variation unless: a. The Client has issued a variation notice under clause 14.1; and b. Hapi Healthcare has strictly complied with clause 14.2.
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Adjustment Fee. The fees set forth in this Section 3.1. have been established after negotiation between the Seller and the Purchaser based on the Purchaser purchasing a minimum of $600,000.00 of Eligible Accounts per each monthly, quarterly, semi-annually, or yearly period ("Adjustment Fee Calculation Period") of the Scheduled Term of the Rescheduled Term (the "Base Sales Amount"). The Adjustment Fee Calculation Period shall be yearly. Should this section not expressly state an Adjustment Fee Calculation Period, then the Adjustment Fee Calculation Period shall be monthly. If Purchaser does not purchase Eligible Accounts of at least the Base Sales Amount in any Adjustment Fee Calculation Period for any reason, then Seller shall pay to Purchaser an adjustment fee at the end of such Adjustment Fee Calculation Period equal to (i)(a) the actual aggregate fees earned by the Purchaser for the applicable Adjustment Fee Calculation Period (the "Partial Fee") multipled by (b) a fraction, the numerator of which is the Base Sales Amount and the denominator which is the Eligible Purchased Accounts sold to Purchaser for such Adjustment Fee Calculation Period minus (ii) the Partial Fee; provided, however, if Seller does not sell any Accounts to Purchaser in such Adjustment Fee Calculation Period then Seller shall pay to Purchaser an adjustment fee at the end of each such Adjustment Fee Calculation Period equals to (i) the Base Sales Amount multipled by (II) a fraction, the numerator of which is the aggregate fees earned by the Purchaser pursuant to this Agreement and the denominator of which is the actual aggregate amount of all Eligible Accounts purchased by the Purchaser pursuant to this Agreement (the "No Delivery Fee"). If the aggregate fees earned by the Purchaser pursuant to this Agreement equal zero (0) then the No Delivery Fee shall be calculated by multiplying (i) the Base Sales Amount by (ii) a fraction, the numerator of which is the Discount Fee and the denominator of which is .5%. Notwithstanding anything to the contrary within, Purchaser may terminate this Agreement, in its sole discretion with three day’s notice, if, for a period of 45 days, Seller does not sell any Accounts to Purchaser pursuant to this Agreement. If this Agreement is terminated for any reason before the Scheduled Term or a Rescheduled Term, Seller shall pay to Purchaser the No Delivery Fee for the unexpired period of time remaining in the Scheduled Term or Rescheduled Term, as applicable. Notwithstanding...
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Adjustment Fee. 4.1 Where any part (or all) of the Senior Term Facility B Commitments is reclassified as Senior Term Facility A Commitments under clause 2.6 (Optional Reclassification of Senior Term Facility B) or clause 2.7 (Mandatory Reclassification of Senior Term Facility B) of the Facilities Agreement (the amount of Residual Senior Term Facility B Loans or, as applicable the Reclassified Senior Term Facility B Loans being reclassified at that time constituting the "Reclassified Amount"), the Parent shall pay to the Arranger (for its own account) a non-refundable arrangement fee in an amount equal to: (a) where the Reclassification Date or the Mandatory Reclassification Date (as applicable) in respect of that Reclassified Amount occurs on or prior to the date which is 180 days after the Closing Date, 2.25 per cent. of the Reclassified Amount; (b) where the Reclassification Date or the Mandatory Reclassification Date (as applicable) in respect of that Reclassified Amount occurs after the date which is 180 days after the Closing Date but on or prior to the date which is 360 days after the Closing Date, 1.50 per cent. of the Reclassified Amount; and (c) where the Reclassification Date or the Mandatory Reclassification Date (as applicable) in respect of that Reclassified Amount occurs after the date which is 360 days after the Closing Date but on or prior to the date which is 18 months after the Closing Date, 0.75 per cent. of the Reclassified Amount, (such fee being an "Adjustment Fee"). 4.2 Each Adjustment Fee shall be due and payable on: (a) for any reclassification of the Senior Term Facility B Commitments under clause 2.6 (Optional Reclassification of Senior Term Facility B) of the Facilities Agreement, the applicable Reclassification Date; and (b) for any reclassification of the Senior Term Facility B Commitments under clause 2.7 (Mandatory Reclassification of Senior Term Facility B) of the Facilities Agreement, the Mandatory Reclassification Date. 4.3 For the avoidance of doubt, where an Adjustment Fee is paid in relation to a reclassification of part of the Senior Term Facility B Commitments under clause 2.6 (Optional Reclassification of Senior Term Facility B) of the Facilities Agreement, an additional Adjustment Fee shall be paid in respect of each subsequent reclassification (if any) of part of the Senior Term Facility B Commitments under that clause.
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Adjustment Fee. Adjustment Fee" means an additional fee which is accessed for work that was performed beyond the Statement of Work at the direction of the Facility without notice to the Facility.
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Adjustment Fee. (a) In addition to, and not in limitation of, any other amounts due hereunder and under the Notes, the Company shall pay an adjustment fee (referred to as "Adjustment Fees") in the respective amounts and on the respective dates and to the respective Holders set forth below (it being agreed that any amounts described below in dollars as opposed to percentages shall be allocated on a pro rata basis to the Holders of the respective series receiving such amounts based on the unpaid principal amount of Notes of such series held by such Holders): (b) Each Adjustment Fee referred to hereinabove shall be non- refundable and shall be earned in full as of the date payment thereof as required hereunder. (c) In the event the entire issue of Series A Notes is prepaid pursuant to and in accordance with 2.2(a), the Make-Whole Amount payable in connection with such prepayment will be reduced by $200,000 provided, that in no event, shall the Make-Whole Amount be reduced below zero. In the event the entire issue of Series B Notes is prepaid pursuant to and in accordance with 2.2(b), the Make-Whole Amount payable in connection with such prepayment will be reduced by $16,250 but, in no event, shall the Make-Whole Amount be reduced below zero." Section 1.2. 2.2(b) of each of the Existing Note Agreements shall be and is hereby amended (i) by deleting the reference to "April 14, 1998" from the top of the left hand column of said Section 2.2(b) and, in substitution therefor, "July 31, 1998" shall be inserted, (ii) by deleting the reference to "3.75" from the top of the right hand column of said Section 2.2(b) and, in substitution therefor, the number ".25%" shall be inserted and (iii) by deleting the reference to "April 15, 1998" from the second line of the left hand column of said Section 2.2(b) and, in substitution therefor, "August 1, 1998" shall be inserted.
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Adjustment Fee. The fees set forth in this Section 3.1 have been established after negotiation between the Seller and the Purchaser based on the Purchaser purchasing a minimum of $6,000,000 of Eligible Accounts per month (the “Base Sales Amount”). Therefore, during the Scheduled Term, if Purchaser does not purchase Eligible Accounts of at least the Base Sales Amount in any month for any reason, then Seller shall pay to Purchaser an adjustment fee at the end of such month equal to (i)(a) the actual aggregate fees earned by the Purchaser for the applicable month (the “Partial Fee”) multiplied by (b) a fraction, the numerator of which is the Base Sales Amount and the denominator which is the actual aggregate amount of Eligible Accounts sold to Purchaser for such month minus (ii) the Partial Fee.
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Related to Adjustment Fee

  • Adjustment Amount (a) Schedule 2.16 sets forth a sample calculation of the Adjustment Amount and the Target Adjustment Amount as of the Balance Sheet Date (the “Sample Closing Statement”), including the asset, liability and other line items and accounting principles used in such calculation, and assuming that all of such asset and liability line items that constitute Mallinckrodt Assets or Mallinckrodt Liabilities under this Agreement will be transferred to Mallinckrodt as of the Distribution. (b) Within sixty (60) days after the Distribution Date, Mallinckrodt shall cause to be prepared and delivered to Covidien a statement (the “Closing Statement”) setting forth (i) the Adjustment Amount and the calculation of the Adjustment Amount and (ii) the Target Adjustment Amount and the calculation of the Target Adjustment Amount. The Closing Statement shall be prepared in accordance with the Transaction Accounting Principles, including the use of the same line items and line item entries, set forth on and used in the preparation of the Sample Closing Statement; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement which cannot be appropriately placed in line items previously used by Mallinckrodt, but that constitute Mallinckrodt Assets or Mallinckrodt Liabilities, will also be included to the extent consistent with the Transaction Accounting Principles. (c) Within thirty (30) days following receipt by Covidien of the Closing Statement, Covidien shall deliver written notice to Mallinckrodt of any dispute Covidien has with respect to the preparation or content of the Closing Statement (the “Dispute Notice”); provided, however, that if Covidien does not deliver any Dispute Notice to Mallinckrodt within such thirty (30)-day period, the Closing Statement will be final, conclusive and binding on the Parties. Any Dispute Notice shall (i) set forth in reasonable detail the basis for any dispute included therein, the amounts involved and Covidien’s determination of the Adjustment Amount and/or the Target Adjustment Amount (as applicable) and (ii) include only disagreements based on the Adjustment Amount and/or the Target Adjustment Amount (as applicable) not being calculated properly in accordance with this Agreement or containing mathematical errors. Upon receipt by Mallinckrodt of a Dispute Notice, Mallinckrodt and Covidien shall negotiate in good faith to resolve any dispute set forth therein. If Mallinckrodt and Covidien, such good faith effort notwithstanding, fail to resolve any such dispute within fifteen (15) Business Days following receipt by Mallinckrodt of the Dispute Notice (the “Dispute Resolution Period”), then Mallinckrodt and Covidien jointly shall engage, within ten (10) Business Days following the expiration of the Dispute Resolution Period, Ernst & Young LLP or, if Ernst & Young LLP is unavailable or conflicted, another nationally recognized major accounting firm selected jointly by Covidien and Mallinckrodt (the “Independent Accounting Firm”) to resolve any such dispute. If Ernst & Young LLP is unavailable or conflicted and Covidien and Mallinckrodt are unable to agree on the Independent Accounting Firm, then each of Covidien and Mallinckrodt shall select a nationally recognized major accounting firm, and the two (2) firms will mutually select a third nationally recognized major accounting firm to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Mallinckrodt and Covidien shall each prepare and submit a presentation detailing each Party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm. Mallinckrodt and Covidien shall cause the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than thirty (30) days following such presentations, make a final determination, binding on the Parties, of the appropriate amount of each of the line items that remain in dispute as indicated in the Dispute Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Covidien or Mallinckrodt, shall not be in excess of the higher, nor less than the lower, of the amounts set forth by Mallinckrodt in the Closing Statement or by Covidien in the Dispute Notice, as applicable. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to whether any determination of the Adjustment Amount and/or the Target Adjustment Amount (as applicable) was properly calculated in accordance with the Transaction Accounting Principles, and the Independent Accounting Firm is not to make any other determination, including any determination as to whether GAAP was followed, to the extent GAAP is inconsistent with the Transaction Accounting Principles. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Covidien and Mallinckrodt. All determinations made by the Independent Accounting Firm, and the Closing Statement, as modified by the Independent Accounting Firm, will be final, conclusive and binding on the Parties, absent fraud or manifest error. (d) For purposes of complying with the terms set forth in this Section 2.16, Mallinckrodt and Covidien shall cooperate with and make available to each other and their respective Representatives all information, records, data and working papers, in each case, to the extent related to the Mallinckrodt Assets, Mallinckrodt Liabilities or Mallinckrodt Business, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Closing Statement and the resolution of any disputes thereunder. (e) If the Adjustment Amount, as finally determined pursuant to Section 2.16(c), is greater than the Target Adjustment Amount, as finally determined pursuant to Section 2.16(c), by at least $20 million, then Mallinckrodt shall pay or cause to be paid an amount in cash equal to the difference from the first dollar (i.e., without regard to the $20 million threshold) to Covidien by wire transfer of immediately available funds to an account or accounts designated in writing by Covidien to Mallinckrodt. If the Adjustment Amount, as finally determined pursuant to Section 2.16(c), is less than the Target Adjustment Amount, as finally determined pursuant to Section 2.16(c), by at least $20 million, then Covidien shall pay or cause to be paid an amount in cash equal to the difference from the first dollar (i.e., without regard to the $20 million threshold) to Mallinckrodt by wire transfer of immediately available funds to an account or accounts designated in writing by Mallinckrodt to Covidien. Any such payment pursuant to this Section 2.16(e) is to be made within five (5) Business Days of the date on which the Adjustment Amount and the Target Adjustment Amount have been finally determined pursuant to this Section 2.16.

  • Management Fee For all services to be rendered, payments to be made and costs to be assumed by you as provided in sections 2, 3, and 4 hereof, the Trust on behalf of the Fund shall pay you in United States Dollars on the last day of each month the unpaid balance of a fee equal to the excess of (a) 1/12 of .55 of 1 percent of the average daily net assets as defined below of the Fund for such month; provided that, for any calendar month during which the average of such values exceeds $250,000,000 the fee payable for that month based on the portion of the average of such values in excess of $250,000,000 shall be 1/12 of .52 of 1 percent of such portion; provided that, for any calendar month during which the average of such values exceeds $1,000,000,000, the fee payable for that month based on the portion of the average of such values in excess of $1,000,000,000 shall be 1/12 of .50 of 1 percent of such portion; provided that, for any calendar month during which the average of such values exceeds $2,500,000,000, the fee payable for that month based on the portion of the average of such values in excess of $2,500,000,000 shall be 1/12 of .48 of 1 percent of such portion; provided that, for any calendar month during which the average of such values exceeds $5,000,000,000, the fee payable for that month based on the portion of the average of such values in excess of $5,000,000,000 shall be 1/12 of .45 of 1 percent of such portion; provided that, for any calendar month during which the average of such values exceeds $7,500,000,000, the fee payable for that month based on the portion of the average of such values in excess of $7,500,000,000 shall be 1/12 of .43 of 1 percent of such portion; provided that, for any calendar month during which the average of such values exceeds 10,000,000,000, the fee payable for that month based on the portion of the average of such values in excess of $10,000,000,000 shall be 1/12 of .41 of 1 percent of such portion; and provided that, for any calendar month during which the average of such values exceeds 12,500,000,000, the fee payable for that month based on the portion of the average of such values in excess of $12,500,000,000 shall be 1/12 of .40 of 1 percent of such portion; over (b) any compensation waived by you from time to time (as more fully described below). You shall be entitled to receive during any month such interim payments of your fee hereunder as you shall request, provided that no such payment shall exceed 75 percent of the amount of your fee then accrued on the books of the Fund and unpaid.

  • Ticking Fee If any Permitted Term B Reallocation occurs in accordance with the terms of this Agreement and the Term B Reallocation Letter, the Borrower shall pay to the Administrative Agent for the account of each Term B Lender in accordance with its Applicable Term B Percentage, a ticking fee (the “Ticking Fee”) which shall accrue from the date such Permitted Term B Reallocation occurs and is payable in the following amounts during the following periods: (i) for the period commencing on the Closing Date and ending on (but not including) March 3, 2013, a ticking fee equal to 1.75% per annum on the actual daily amount by which the aggregate Term B Commitment (as so increased by such Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of Term B Loans, subject to adjustment as provided in Section 2.16, and (ii) for the period commencing on March 3, 2013 and ending on the Term B Advance Period Termination Date, a ticking fee equal to 3.50% per annum on the actual daily amount by which the aggregate Term B Commitment (as so increased by such Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of Term B Loans, subject to adjustment as provided in Section 2.16; The Ticking Fee shall accrue at all times after the Permitted Term B Reallocation and during the Term B Advance Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Permitted Term B Reallocation, and on the Term B Advance Period Termination Date. The Ticking Fee shall be calculated quarterly in arrears.

  • Adjustment Date 6 Advance.......................................................................6 Affiliate.....................................................................6 Agreement.....................................................................6

  • Purchase Price Adjustment (a) If, for the twelve (12)-month period ended December 31, 2010 (the “Adjustment Period”): (i) The EBITDA of the Nordic Business is less than $108,000,000 (the “EBITDA Floor”), Seller shall pay to Buyer as provided in Section 2.5(c)(iv) an amount equal to the excess of the EBITDA Floor over the EBITDA of the Nordic Business for the Adjustment Period; or (ii) The EBITDA of the Nordic Business is greater than $118,000,000 (the “EBITDA Ceiling”), Buyer shall pay to Seller as provided in Section 2.5(c)(iv) an amount equal to the excess of EBITDA of the Nordic Business for the Adjustment Period over the EBITDA Ceiling (any payment required pursuant to Sections 2.5(a)(i) or (ii), the “Contingent Payment”). For the avoidance of doubt, no payment shall be required pursuant to this Section 2.5 if EBITDA of the Nordic Business for the Adjustment Period is greater than or equal to the EBITDA Floor and less than or equal to the EBITDA Ceiling. (b) Except as may otherwise be agreed by the parties, as promptly as practicable, but in no event later than ninety (90) days after the end of the Adjustment Period, Buyer shall in good faith prepare and deliver to Seller a statement (the “Adjustment Statement”) setting forth Buyer’s calculation of the EBITDA of the Nordic Business for the Adjustment Period, calculated on a basis consistent with Schedule D (for the avoidance of doubt, such calculation shall be performed in local currency and shall be converted into U.S. Dollars using the exchange rates set forth in Schedule D), and Buyer’s calculation of the Contingent Payment, if any, with respect thereto; provided, however, if the Adjustment Period ends on or prior to the Closing Date, such Adjustment Statement shall be delivered as promptly as practicable after Closing, but in no event later than ninety (90) days after Closing (in which case, for the avoidance of doubt, after the end of the Adjustment Period and prior to the Closing, Seller shall, in accordance with Section 6.2, permit Buyer and its Representatives to have reasonable access to the books, records and other documents (including work papers) reasonably necessary for Buyer to begin to prepare the Adjustment Statement). For the avoidance of doubt, in no event shall the Contingent Payment be payable prior to the Closing. (c) Without prejudice to any of Buyer’s rights hereunder, following delivery of the Adjustment Statement, the following provisions will apply: (i) Buyer shall, and shall cause the Nordic Companies to, permit Seller and its Representatives to have reasonable access to the books, records and other documents (including work papers) pertaining to or used in connection with preparation of the Adjustment Statement and provide Seller with copies thereof (as reasonably requested by Seller). If Seller disagrees with Buyer’s calculation of the EBITDA of the Nordic Business for the Adjustment Period or the Contingent Payment, Seller shall, within sixty (60) days after Seller’s receipt of the Adjustment Statement, notify Buyer in writing of such disagreement by setting forth Seller’s calculation of the EBITDA of the Nordic Business for the Adjustment Period and the Contingent Payment, and describing in reasonable detail the basis for such disagreement (an “Adjustment Objection Notice”). If no Adjustment Objection Notice is delivered on or prior to the sixtieth (60th) day after Seller’s receipt of the Adjustment Statement, Buyer’s calculation of such EBITDA and the Contingent Payment shall be deemed to be binding on the parties hereto. If an Adjustment Objection Notice is timely delivered to Buyer, then Buyer and Seller shall negotiate in good faith to resolve their disagreements with respect to the computation of such EBITDA and the Contingent Payment. In the event that Buyer and Seller are unable to resolve all such disagreements within fifteen (15) days after Buyer’s receipt of such Adjustment Objection Notice, Buyer and Seller shall submit such remaining disagreements to the Auditor for resolution. (ii) Buyer and Seller shall use their respective reasonable efforts to cause the Auditor to resolve all remaining disagreements with respect to the computation of the EBITDA of the Nordic Business for the Adjustment Period and the amount of any Contingent Payment as soon as practicable, but in any event shall direct the Auditor to render a determination within forty-five (45) days after its retention. The Auditor shall consider only those items and amounts in Buyer’s and Seller’s respective calculations of such EBITDA and Contingent Payment that are identified as being items and amounts to which Buyer and Seller have been unable to agree on. In resolving any disputed item, the Auditor shall act as an expert and not as an arbitrator and the Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Auditor’s determination of such EBITDA and the amount of any Contingent Payment shall not be limited to the materials submitted by Buyer and Seller but may include any relevant accounting literature or guidance, and shall be based on Schedule D and the definition of “EBITDA” included herein. The determination of the Auditor shall be conclusive and binding upon the parties hereto. (iii) The costs and expenses of the Auditor in determining the EBITDA of the Nordic Business for the Adjustment Period and the amount of any Contingent Payment shall be borne equally by Buyer and Seller. (iv) Within five (5) Business Days after the EBITDA of the Nordic Business for the Adjustment Period and the amount of any Contingent Payment are finally determined pursuant to this Section 2.5, (A) if any Contingent Payment is payable pursuant to Section 2.5(a)(i), Seller shall pay the amount thereof by (x) wire transfer of immediately available funds to the account(s) designated by Buyer or (y) in a manner as otherwise agreed by the parties or (B) if any Contingent Payment is payable pursuant to Section 2.5(a)(ii), Buyer shall pay the amount thereof by (x) wire transfer of immediately available funds to the account(s) designated by Seller or (y) in a manner as otherwise agreed by the parties. (d) Following the Closing, until December 31, 2010, Buyer shall manage and operate the Nordic Business in a commercially reasonable manner and consistent with the business plan for the applicable Nordic Company for the then current year previously delivered to Buyer (the “Business Plan”). Seller acknowledges and agrees that, following the Closing, Buyer shall, in its sole and absolute discretion, have complete control over all strategic and operational decisions concerning the Nordic Business and may manage and operate the Nordic Companies and their businesses as Buyer determines in a manner consistent with the Business Plan. Seller further agrees that (i) the right of Buyer to receive the Contingent Payment does not create in Seller any right to control or direct the management and operations of the Nordic Companies and (ii) Seller will have no claim against Buyer or any of its Affiliates (including the Nordic Companies) with respect to the management and operation of the Nordic Companies, including any impact thereof on the EBITDA of the Nordic Companies or on the amount of any Contingent Payment. Notwithstanding the foregoing, the impact of any change as a result of any deviation from the Business Plan shall be excluded from the calculation of EBITDA. (e) All payments made pursuant to this Section 2.5 shall have the nature of adjustments to the Closing Purchase Price and shall be treated accordingly by all parties hereto (and all of their Affiliates) for all Tax purposes to the maximum extent permitted by applicable Law.