Common use of Adjustment Fee Clause in Contracts

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 the above, Seller may terminate at any time, without penalty, should they obtain an asset based loan from Bank of America.

Adjustment Fee. The fees set forth in this Section 3.1. 3.1 have been established after negotiation between the Seller and the Purchaser based on the Purchaser purchasing a minimum of $600,000.00 1,000,000.00 of Eligible Accounts per each monthly, quarterly, semi-annually, or yearly annual period ("“Adjustment Fee Calculation Period"”) of the Scheduled Term of or 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 Amount 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 multiplied 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 Period, then Seller shall pay to Purchaser an adjustment fee at the end of each such Adjustment Fee Calculation Period equals equal to (i) the Base Sales Amount multipled multiplied by (IIii) 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 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 withinherein, Purchaser may terminate this Agreement, in its sole discretion with three day’s days 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 (other than upon a breach hereto by Purchaser) 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 the above, Seller may terminate at any time, without penalty, should they obtain an asset based loan from Bank of America.