Calculation Principles Sample Clauses
The Calculation Principles clause defines the methods and standards to be used when performing calculations under the agreement. It typically outlines the formulas, reference data, or assumptions that parties must use, such as specifying which financial indices, market rates, or accounting standards apply. By establishing a clear framework for calculations, this clause ensures consistency and reduces the risk of disputes over how amounts are determined, thereby promoting transparency and fairness in the execution of the contract.
Calculation Principles. The Parties shall use the following principles and procedures for the purposes of calculating the Annual Revenues and the Minimum Revenue Thresholds:
(a) all or any portion of the Annual Revenues in the relevant Revenue Jurisdiction in the relevant calendar year and the Accumulated Carryforward Excess, if any, may, at the written request of the Recipient at any time following the determination of the Annual Revenues in each relevant Revenue Jurisdiction for that calendar year, be notionally allocated to a different Revenue Jurisdiction solely for the purposes of calculating any Adjustment Payment for that calendar year (if any) due in accordance with the provisions of Schedule 3 hereof, provided that nothing in this Section 3.2(a) shall affect: (i) the Minimum Revenue Thresholds applicable with respect to any Zone or the Revenue Jurisdictions within a Zone, or (ii) the application of the proviso in Schedule 3. For this purpose, all currency conversions shall use the average exchange rate for the applicable month published by Bloomberg L.P. (or its successor);
(b) the Annual Revenue for each Revenue Jurisdiction within a Zone shall be extracted from the audited profit and loss accounts contained in the financial statements for each Provider Group Company in that Revenue Jurisdiction that is a party to a Service Contract, provided that the auditor auditing such profit and loss accounts contained in the financial statements is one of PriceWaterhouseCoopers, Deloitte Touche Tohmatsu, Ernst & Young, KPMG, Duff & ▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
(c) Annual Revenue shall exclude any Balancing AIR Amount;
(d) in Zone 1 (i) all amounts shall be recorded in Brazilian real, and all amounts expressed or recorded in any currency other than Brazilian real shall be converted to Brazilian real using the average exchange rate for the applicable calendar year published by Bloomberg L.P. (or its successor); and (ii) until such time as the Adjusted Inflation Rate or CPI (as applicable) for a calendar year has been determined, the Parties shall use the Estimated Adjusted Inflation Rate or, where applicable, the Estimated CPI for that calendar year;
(e) in Zone 2 (i) all amounts shall be recorded in the local currency of each relevant Revenue Jurisdiction; and (ii) until such time as the CPI for a calendar year has been determined, the Parties shall use the Estimated CPI for that calendar year;
(f) in Zone 3 all amounts shall be recorded in Euros, and all amounts expressed or recorded...
Calculation Principles. The Calculation Principles shall be as follows:
Calculation Principles. In addition to the principles listed in Section 5 below, the Cost Board shall follow the methodology below in order to establish an applicable Initial EMG Cost to Collect Factor:
Calculation Principles. Net Cash
Calculation Principles. For purposes of calculating the fees payable to Diamond hereunder, the following shall apply:
Calculation Principles. In addition to the principles listed in Section 2.2 above, the Joint Review Board shall also follow the methodology below with respect to completing the table set forth in Section 3.1 in order to establish the Initial Cost to Collect Factor:
a. The fraction to be set forth in the table (expressed as a percentage) representing the Cost to Collect Factor as of the Effective Date will be calculated as follows: (i) the aggregated annual value of all costs from the Initial Assessment for IMH, as approved by the Joint Review Board, and otherwise normalized to account for any extraordinary [**] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission. costs that do not relate to the Services provided during the Baseline Year or are not reasonably expected to continue (e.g. payroll costs related to Transcription) (collectively, “Cost to Collect Numerator”); and (ii) the denominator is equal to the aggregate amount of Cash Collections for the IMH Facilities and the IMH Providers, in the aggregate, during the Baseline Year.
Calculation Principles. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.
Calculation Principles. The Parties agree to delete, in its entirety, Section 3.2.(k) of the Initial MSA, eliminating, for the sake of doubt, all concepts related and referenced in “Penalties” and including a case of “Revenue non-captured”. This concept shall be deemed to constitute part of the Annual Revenue, only if the revised global MRT for all Zones is not reached in the relevant calendar year. Such Section 3.2.(k) of the Initial MSA shall be substituted by the following wording: “In the event of a reduction in a Provider Group Company´s revenues in any calendar year due to a failure to deliver volume or resources commitments, excluding: (i) outbound campaigns and (ii) situations where the Recipient Group Company is responsible for not fulfilling its commitments under the Services Contracts; the amount of such reduction shall be deemed as Revenue Not-Captured and, therefore, part of the Annual Revenue for that Revenue Jurisdiction. In addition to the above mentioned, the Parties agree to add a new Section 3.2 (n) to expressly regulate as “Revenue Not-captured” the case referred to a unilateral early termination of a Service Contract decided by the Provider without cause or under its own decision or responsibility. The aforementioned Section 3.2. (n) shall have the following wording: “In case that a Service Contract between a Provider Group Company and the relevant Recipient Group Company is unilaterally early terminated by the Provider without cause or under its own decision or responsibility (“cause” means, for the avoidance of doubt, any events, situations or circumstances expressly contemplated within the relevant Service Contract that would explicitly entitle the relevant Provider Group Company to terminate that Service Contract), the estimated amount corresponding to the revenues that such Provider Group Company would have obtained during the remaining term of that Service Contract shall be understood as Revenue Non-Captured and, therefore, part of the Annual Revenue for that Revenue Jurisdiction. Said estimated amount shall have a cap of twelve (12) months regardless of the calendar year”. Finally, and with the purpose of consistency with Section 3.6, the Parties agree to delete Section 3.2 (g) and (h) from the MSA.
Calculation Principles. In addition to the principles listed in Section 2.2 above, the Joint Review Board shall also follow the methodology below with respect to completing the table set forth in Section 3.1 in order to establish the Initial Cost to Collect Factor:
a. The fraction to be set forth in the table (expressed as a percentage) representing the Cost to Collect Factor as of the Effective Date will be calculated as follows: (i) the aggregated annual value of all costs from the Initial Assessment for IMH, as approved by the Joint Review Board, and otherwise normalized to account for any extraordinary costs that do not relate to the Services provided during the Baseline Year or are not reasonably expected to continue (e.g. payroll costs related to Transcription) (collectively, “Cost to Collect Numerator”); and (ii) the denominator is equal to the aggregate amount of Cash Collections for the IMH Facilities and the IMH Providers, in the aggregate, during the Baseline Year.
Calculation Principles