Adjustment Payment Sample Clauses
An Adjustment Payment clause defines the process for recalculating and settling payments between parties when actual amounts differ from initial estimates or provisional sums. Typically, this clause applies in contracts where costs may fluctuate, such as construction projects or supply agreements, and it outlines how and when adjustments are calculated and paid—often after final quantities or costs are determined. Its core function is to ensure that both parties pay or receive the correct amount based on actual performance or delivery, thereby promoting fairness and accuracy in financial settlements.
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Adjustment Payment. Subject to the proviso at the end of this paragraph (a), Acquiror shall make an Adjustment Payment (as defined below, and with such payment being made pursuant to Section 3(a)(i) and 3(a)(ii), as applicable) to each Preferred Holder in an amount equal to (i) such Preferred Holder’s Pro Rata Share of the aggregate value of the Stock Consideration (as valued at the closing price per share of the Acquiror Common Stock on the last full trading day on the NASDAQ Global Select Market prior the Closing pursuant to the terms set forth in Section 2.7(a) of the Merger Agreement) multiplied by (x) the number of shares of Stock Consideration and True-Up Acquiror Common Stock, if any, sold by the Broker on behalf of such Preferred Holder during the applicable Sell Down Period (as defined below) divided by (y) the sum of (I) the aggregate number of shares of Stock Consideration issued to such Preferred Holder pursuant to the Merger Agreement and (II) True-Up Acquiror Common Stock issued to such Preferred Holder pursuant to this Agreement, less (ii) such Preferred Holder’s Net Proceeds with respect to sales by the Broker on behalf of such Preferred Holder of Stock Consideration and True-Up Acquiror Common Stock, if any, during the applicable Sell Down Period; provided that in the event that such amount is a negative number, then no Adjustment Payment shall be made to such Preferred Holder. The Broker shall provide a written certification to Acquiror and each Preferred Holder of any Adjustment Payment required to be made pursuant to this Section 3(a) within three (3) Business Days after the applicable Adjustment Date and, unless Acquiror or any Preferred Holder raises any good faith objection(s) to the calculation of any Adjustment Payment(s) within three (3) Business Days after receipt of such written certification, then Acquiror shall make the Adjustment Payment according to the terms set forth in Section 3(a)(i) or (ii), as applicable. The Broker shall not be responsible to any of the Preferred Holders for any shares of Acquiror Common Stock comprising Stock Consideration or True-Up Acquiror Common Stock that the Broker was unable to sell pursuant to this Agreement due to the Volume Limitation, the limited duration of the Sell Down Period, market disruptions, legal, regulatory or contractual restrictions or any other reason beyond the Broker’s reasonable control.
(i) In the event that Acquiror elects to make any Adjustment Payments in cash, Acquiror shall, or shall cau...
Adjustment Payment. The Purchase Price shall be: (i) increased by the amount by which the Closing Reference Net Assets exceed the Reference Net Assets or (ii) decreased by the amount by which the Closing Reference Net Assets are less than the Reference Net Assets (the amount of any such increase or decrease being hereinafter called the “Post-Closing Adjustment Amount”). Within 10 days after the Closing Reference Net Assets have been finally determined in accordance with Section 2.04(b), if the Purchase Price is: (i) increased, then Buyer shall pay to Seller an amount equal to the Post-Closing Adjustment Amount, together with interest thereon at a rate of 4.25% per annum from the Closing Date to the date of payment; or (ii) decreased, Seller shall pay to Buyer an amount equal to the Post-Closing Adjustment Amount, together with interest thereon at a rate of 4.25% per annum from the Closing Date to the date of payment. Any such payment hereunder shall be made by wire transfer of immediately available funds to an account or accounts designated in writing by Seller or Buyer, as the case may be.
Adjustment Payment. Within three (3) Business Days after the calculation of Closing Date Net Working Capital becomes final pursuant to Section 2.5(b) or (c): (i) Buyer shall pay to Agent, for the benefit of Sellers, by wire transfer of immediately available funds to an account designated by Agent, an amount equal to the amount, if any, by which the Final Purchase Price exceeds the Closing Cash Consideration, or (ii) Sellers shall pay to Buyer, by wire transfer of immediately available funds to an account designated by Buyer, an amount equal to the sum of (A) an amount equal to the amount, if any, by which the Closing Cash Consideration exceeds the Final Purchase Price, plus (B) an amount equal to the sum of the Unpaid Indebtedness, plus the Unpaid Transaction Expenses. The amount of the payment pursuant to clause (i) or clause (ii) of this Section 2.5(f) being referred to as the “Adjustment Payment”, in either case, (x) together with interest on the Adjustment Payment at the Applicable Rate from and including the Closing Date to, but excluding, the date of such payment and (y) giving effect to any amounts paid pursuant to Section 2.4(f). As used in this Agreement, the term “Applicable Rate” means a rate per annum equal to the “prime rate” as set forth from time to time in The Wall Street Journal “Money Rates” column. Buyer and Sellers agree that, unless otherwise required by Law, any payments made pursuant to this Section 2.5 shall be treated as an adjustment to the Final Purchase Price for all Tax purposes.
Adjustment Payment. If either Party’s Threshold NAND Capacity Ratio falls below ****.
Adjustment Payment. The Purchase Price shall be: (A) decreased by an amount equal to (i) the amount, if any, by which Net Working Capital as of Closing is less than $4,919,000; plus (ii) the amount, if any, by which the net book value of Equipment Held for Lease as of Closing is less than $1,081,539,000; and (B) increased by an amount equal to the amount, if any, by which the net book value of Equipment Held for Lease as of Closing is greater than $1,081,539,000 (the Purchase Price as so increased or decreased being hereinafter called the "Adjusted Purchase Price"). Within 10 days after the Statement has become final and binding in accordance with Section 2.05(b), (i) if the Closing Date Payment is greater than the Adjusted Purchase Price, Seller shall pay to Purchaser an amount equal to such difference, plus simple interest thereon at the Applicable Settlement Rate from the Closing Date to the date payment is made in full, and (ii) if the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall pay to Seller an amount equal to such difference, plus simple interest thereon at the Applicable Settlement Rate from the Closing Date to the date payment is made in full (the Closing Date Payment as so increased or decreased being hereinafter called the "Final Purchase Price"). Any such payment hereunder shall be made by wire transfer of immediately available funds to an account designated in writing by Purchaser or Seller, as the case may be. For purposes of this Section 2.05(c), (x) the "Applicable Settlement Rate" shall be Closing Date LIBOR plus one percent (1%), and (y) "Closing Date LIBOR" shall be the London Interbank Offered Rate (LIBOR) as reported on the Closing Date in The Wall Street Journal for the specified interval of calendar months (expressed as the 3-month LIBOR rate, 6-month LIBOR rate, 9-month LIBOR rate and so on, as applicable) that most closely corresponds to the time period between the Closing Date and the date that payment in full pursuant to this Section 2.05(c) is made.
Adjustment Payment. Within five (5) days of the date upon which the amount of each adjustment is finally determined pursuant to this Article IV, payments required thereby will be made by check or wire transfer payable to the appropriate party.
Adjustment Payment. If the Closing Net Working Capital exceeds $690,000,000 (the “Target Net Working Capital”), the Purchase Price shall be increased by the amount by which Closing Net Working Capital exceeds the Target Net Working Capital, and if the Closing Net Working Capital is less than the Target Net Working Capital, the Purchase Price shall be decreased by the amount by which Closing Net Working Capital is less than the Target Net Working Capital. If the Closing Eligible Capital Expenditures exceeds the applicable Target Eligible Capital Expenditures, the Purchase Price shall be increased by the amount by which Closing Eligible Capital Expenditures exceeds such applicable Target Eligible Capital Expenditures, and if the Closing Eligible Capital Expenditures is less than the applicable Target Eligible Capital Expenditures, the Purchase Price shall be decreased by the amount by which Closing Eligible Capital Expenditures is less than such applicable Target Eligible Capital Expenditures. The Purchase Price as so increased or decreased under this Section 2.03(c) shall hereinafter be referred to as the “Adjusted Purchase Price”. If the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Payment is more than the Adjusted Purchase Price, Seller shall, in each case within 10 Business Days after the Closing Date Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of interest equal to 6% per annum, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.
Adjustment Payment. The Purchase Price shall be increased by the amount by which Closing Inventory exceeds $12,000,000 (the “Target Inventory”), and the Purchase Price shall be decreased by the amount by which Closing Inventory is less than the Target Inventory (the Purchase Price as so increased or decreased being hereinafter called the “Adjusted Purchase Price”). Within 10 days after the Statement has become final and binding in accordance with Section 2.03(b), (i) if the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall pay to Seller an amount equal to such difference, plus simple interest thereon at a rate of 5% per annum from the Closing Date to the date payment is made in full, and (ii) if the Closing Date Payment is greater than the Adjusted Purchase Price, Seller shall pay to Purchaser an amount equal to such difference, plus simple interest thereon at a rate of 5% per annum from the Closing Date to the date payment is made in full (the Closing Date Payment as so increased or decreased being hereinafter called the “Final Purchase Price”). Any such payment hereunder shall be made by wire transfer of immediately available funds to an account designated in writing by Purchaser or Seller, as the case may be.
Adjustment Payment. If the Closing Working Capital is less than $500,000,000, Weyerhaeuser shall, within ten business days after the Statement becomes final and binding on the parties, pay to Spinco the amount by which Closing Working Capital is less than $500,000,000. If the Closing Working Capital exceeds $600,000,000, Spinco shall, within 10 Business Days after the Statement becomes final and binding on the parties, pay to Weyerhaeuser the amount by which Closing Working Capital exceeds $600,000,000. Any payment made pursuant to this Section 2.04(c) shall be made by wire transfer in immediately available funds to one or more accounts designated in writing at least two business days prior to such payment by the party entitled to receive such payment together with interest thereon at a rate of interest per annum equal to the rate of interest from time to time announced publicly by JPMorgan Chase Bank as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.
Adjustment Payment. Solely with respect to the K1 Facility, [***] if either Parent Party’s Threshold Capacity Ratio falls below [***] for [***], then [***] will pay [***] an Adjustment Payment [***] For the avoidance of doubt, other than the Adjustment Payment, the cost per unit of the same product and same technology node shall be the same for both Toshiba Memory, on the one hand, and WD and SanDisk, on the other hand. The term “Adjustment Payment” shall mean [***]