Consideration Adjustment Clause Samples
A Consideration Adjustment clause allows for the modification of the agreed payment or compensation under a contract based on certain predefined circumstances or events. Typically, this clause outlines specific triggers—such as changes in scope, market conditions, or regulatory requirements—that may require the parties to revisit and adjust the original consideration amount. For example, if the cost of raw materials increases significantly, the clause may permit a corresponding increase in the contract price. The core function of this clause is to provide flexibility and fairness, ensuring that the contract remains equitable and viable for both parties in the face of unforeseen changes.
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Consideration Adjustment. The Parties agree to treat all payments made pursuant to this Article VIII as adjustments to the Cash Consideration for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.
Consideration Adjustment. The Consideration shall be adjusted (a) upward by an amount equal to the applicable Capital Contribution Adjustment Amount and (b) downward by the applicable Additional Distribution Amount.
Consideration Adjustment. For all tax purposes, Purchaser and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unless a final determination provides otherwise.
Consideration Adjustment. The Parties agree to treat all payments made pursuant to this ARTICLE X as adjustments to the purchase price for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.
Consideration Adjustment. The Parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Aggregate Consideration for any purpose whatsoever, including Tax purposes, unless otherwise required by Law.
Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, Parent shall prepare and deliver to the Seller Agent a statement setting forth in reasonable detail Parent’s good faith calculation of the Working Capital Adjustment and the amount, if any, by which the long-term deferred revenue is greater than the Excluded Long-Term Deferred Revenue, including in support of the calculation of the Working Capital Adjustment and the long-term deferred revenue amount, the balance sheet of the Company as of immediately prior to the Closing prepared in accordance with GAAP in accordance with the Company’s historical practices and methodologies, and for the Working Capital Adjustment in a manner consistent with the Working Capital Adjustment Illustration (the “Final Working Capital Adjustment”), the aggregate amount of Closing Cash (the “Final Closing Cash”), the amount of Closing Indebtedness (if any) (the “Final Closing Indebtedness”) and the amount of unpaid Transaction Expenses (the “Final Unpaid Transaction Expenses”), in each case as of the Closing (the “Adjustment Statement”). If Parent fails to deliver the Adjustment Statement to the Seller Agent within ninety (90) days after the Closing Date, the Closing Financial Certificate shall be deemed to be the Adjustment Statement (without modification) and the Estimated Working Capital Adjustment, the amount, if any, by which the Estimated Long-Term Deferred Revenue is greater than the Excluded Long-Term Deferred Revenue, Estimated Closing Cash, Estimated Closing Indebtedness and Estimated Unpaid Transaction Expenses shall be final, binding and conclusive for all purposes hereunder.
(b) During the thirty (30)-day period following the Seller Agent’s receipt of the Adjustment Statement, upon reasonable notice to Parent, Parent shall permit the Seller Agent and its Representatives to have reasonable access to the books, records and other documents of the Company used to prepare the Adjustment Statement and shall provide the Seller Agent with copies thereof (subject to compliance with the accountants’ customary procedures for release of work papers and subject to any limitations that are required to preserve any applicable attorney-client privilege). The Adjustment Statement shall become final and binding upon the parties hereto on the thirtieth (30th) day following delivery thereof, unless the Seller Agent gives written notice of its good faith disagreement with the Adjustment Statement (a “Notice of Disagreement”) to Parent pr...
Consideration Adjustment. (1) HCA reserves the right to adjust, via unilateral amendment, the Contract Maximum Amount listed on page one (1) of this Contract in order to provide, within the limits of the State Fiscal Year budget allocation, an adjusted payment to the Contractor when:
(a) The Contractor’s reported Costs as defined by Section 1, Definitions Specific to Special Terms, Subsection c. have exceeded the Contract Maximum Amount, and the contractor is requesting additional funds of up to, but no more than three percent (3%) of their original Contract Maximum Amount; and
(b) The Contractor has submitted timely and accurate A19-1As for the first three (3) Contract Quarters.
Consideration Adjustment. If the Aggregate Net Worth Amount is less than the Aggregate Required Net Worth Amount, then the Merger Consideration shall automatically be reduced by the amount of such shortfall; provided that the amount of such reduction shall in no event exceed $1,447,000.
Consideration Adjustment. The Parties agree to treat all payments made pursuant to this Article 10 as adjustments to the capital contribution for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Body with competent jurisdiction.
Consideration Adjustment. 5 Section 1.5 Closing . . . . . . . . . . . . . . . 13 Section 1.6