Application of Adjustments Clause Samples
The 'Application of Adjustments' clause defines how and when changes to contract terms, such as price, delivery dates, or scope of work, are implemented. Typically, this clause outlines the procedures for calculating adjustments, the circumstances under which they may be triggered (for example, changes in material costs or project requirements), and the process for notifying the other party. Its core practical function is to provide a clear and agreed-upon method for handling modifications, thereby reducing disputes and ensuring both parties understand how changes will affect their obligations.
Application of Adjustments. If a suspension, offset, or reduction under Section XII or Section XIII applies with respect to a Settling State, the suspension, offset, or reduction shall be applied proportionally to all amounts that would otherwise be apportioned and distributed to the State Fund, the Abatement Accounts Fund, and the Subdivision Fund for that State.
Application of Adjustments. If any offset under Section XI applies with respect to a Settling State, the offset shall be applied proportionally to all amounts that would otherwise be apportioned and distributed to the State Fund, the Abatement Accounts Fund, and the Subdivision Fund for that State.
Application of Adjustments. If an offset or reduction under Section XII applies with respect to a Settling State, the offset or reduction shall be applied proportionally to all amounts that would otherwise be apportioned and distributed to the State Fund, the Remediation Accounts Fund, and the Subdivision Fund for that Settling State.
Application of Adjustments. The adjustments made pursuant to subsection (a) for legislation shall—
(1) apply while that legislation is under consideration;
(2) take effect upon the enactment of that legislation; and
(3) be published in the Congressional Record as soon as practicable.
Application of Adjustments for greater certainty, the Lenders acknowledge and agree that without limiting the generality of the provisions of Sections 17.9.1 and 17.9.2, such provisions will have application if and whenever any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, compensation, or otherwise) on account of any monies owing or payable by the Borrower to it hereunder in excess of its Lender's Proportion of payments on account of monies owing by the Borrower to all the Lenders hereunder (collectively, the "Obligations"), and in such event, such Lender shall promptly purchase from the other Lenders participations in the Obligations held by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Lenders shall share the benefit of such payment pro rata in accordance with the unpaid principal of and interest on the Obligations then due to each of them. To such end, all of the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if all or any portion of such excess payment is thereafter rescinded or must otherwise be restored. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender so purchasing a participation in the Obligations held by the other Lenders may exercise all rights of set-off, banker's lien, counterclaim, or similar rights with respect to such participation as fully as if such Lender were a direct holder of Obligations in the amount of such
Application of Adjustments. (a) Should ATN be entitled to more than one adjustment by virtue of this schedule then ATN shall be entitled to the sum of them all.
(b) Any adjustments made to the Tag Broadcast Fee or the Production Fee in accordance with this schedule shall be accounted for, as far as is possible, by reducing the monthly payment of the Tag Broadcast Fee the Production Fee (as applicable) payable in respect of the month in which the events leading to the reduction occurred.
Application of Adjustments. 86 17.9.4 Borrower's Acknowledgement......................... 86 Section 17.10 Sharing among the Lenders................................. 87 Section 17.11 Cash Collateral Accounts.................................. 87 Section 17.12 Instructions from Lenders................................. 87 17.12.1 Waivers, Amendments, Etc........................... 87 17.12.2
Application of Adjustments. Sections 4.1 and 4.2 shall apply to all Warrants issuable under this Indenture, whether or not such Warrants have been issued.
Application of Adjustments. (a) Whenever any provision of the Indenture requires the Company to calculate the current market price, the Daily VWAPs of the Guarantor’s ordinary shares or ADSs or the applicable Fixed Conversion Rate over a span of multiple days (including, but not limited to, the Daily Conversion Amounts for determining the number of ADSs due upon mandatory conversion on the Stated Maturity Date and the ADS Price for purposes of a Fundamental Change), the Guarantor’s Board of Directors will make appropriate adjustments to account for any adjustment to the Fixed Conversion Rates that becomes effective, or any event requiring an adjustment to the Fixed Conversion Rates where the ex-dividend date of the event occurs, at any time during the period when the current market price, the Daily VWAPs or the applicable Fixed Conversion Rate are to be calculated.
(b) In the event of: (i) any subdivision or split of the outstanding ADSs, (ii) any distribution of additional ADSs to holders of ADSs, and (iii) any combination of the outstanding ADSs into a smaller number of ADSs, the Company will adjust the Fixed Conversion Rates of the Bonds in effect immediately before the event triggering the adjustment so that the Holders of Bonds will be entitled to receive, upon conversion, the number of ADSs that they would have owned or been entitled to receive immediately following this event had the Bonds been exchanged for the corresponding ADS immediately before this event or any record date with respect to it.
(c) If the Guarantor’s ordinary shares cease to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Guarantor, or the ADSs cease to be listed on the NYSE (and are not at that time listed on another United States national securities exchange), all references in this Supplemental Indenture to the ADSs will be deemed to have been replaced by a reference to the number of the Guarantor’s ordinary shares represented by the ADSs on the last day on which the ADSs were traded on the NYSE (or another United States national securities exchange), as adjusted, pursuant to the adjustment provisions in this Section 3, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.
(d) The Company may make such increases in each Fixed Conversion Rate as the Company deems advisable in order to avoid or diminish any income tax to holders of the Guarantor’s ordinary shares resulting from ...
Application of Adjustments. For each Product with respect to which Roche is entitled to an adjustment in royalty payments pursuant to Sections 5.3, 5.4 and 5.5, such adjustment shall be applied pursuant to only the first to occur of the events described or referred to in each of the foregoing sections, and not to any subsequent event. Notwithstanding the foregoing, or any other provision of this Agreement, in no event shall any credit or adjustment pursuant to Sections 5.3, 5.4 or 5.5 result in ArQule receiving royalties for a given calendar quarter pursuant to Section 5.1 in an amount less than * percent (*%) of the amounts set forth therein if no adjustment(s) had been made. Credits and adjustments not utilized pursuant to the immediately preceding sentence may be carried forward to any quarter that the credit or adjustment is not fully utilized in accordance with this Section 5.8 until utilized.