Deferred Revenue Adjustment Sample Clauses

Deferred Revenue Adjustment. In the event that (i) Estimated Closing Date Deferred Revenue exceeds Closing Date Deferred Revenue, then the Purchase Price shall be increased by an amount equal to such excess, provided that in no event shall any adjustment pursuant to this Section 2.5(d) exceed the amount by which the Purchase Price was decreased pursuant to Section 2.3(a)(iv), and (ii) Closing Date Deferred Revenue exceeds Estimated Closing Date Deferred Revenue, then the Purchase Price shall be decreased by an amount equal to such excess.
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Deferred Revenue Adjustment. (a) Not less than two days prior to the Closing, GHX LLC shall deliver to the Buyer (a) a certificate (the “Deferred Revenue Certificate”) of its chief executive officer, chief financial officer or chief accounting officer setting forth with respect to each Assigned Contract to which any portion of the Deferred Revenue Amount relates such portion or portions of the Deferred Revenue Amount attributable to such Assigned Contract, as well as the delivery or deliveries associated therewith; (b) a reasonably detailed description of how Sellers calculated such Deferred Revenue Amount; and (c) a statement of the portion of the Deferred Revenue Amount for which the Sellers have received payment from the applicable customer (the “Paid Deferred Revenue Amount”) and the portion of the Deferred Revenue Amount for which the Sellers have not yet received payment from the applicable customer (the “Billed Deferred Revenue Amount”). To the extent Buyer reasonably requests, Sellers shall provide Buyer with copies of its books and records as they relate to the Sellers’ calculation of the Deferred Revenue Amount under this Section 1.4.
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Deferred Revenue Adjustment. The Parties will agree in writing as to the amount of deferred revenues as of the Take-Over Date and the Purchase Termination Date. If deferred revenues on the Take-Over Date are less than on the Purchase Termination Date (as calculated in the same manner as of the Take-Over Date), then Aquis will pay the difference to SourceOne, subject to Aquis's right to setoff this obligation against any SourceOne obligation owed to Aquis.
Sample 1
Deferred Revenue Adjustment. Without duplication of the Net Book Value Adjustment, if the Net Book Value of Deferred Revenue set forth on the Closing Date Balance Sheet is less than the Net Book Value of Deferred Revenue set forth on the June 30 Balance Sheet, the Purchase Price will be reduced $2.50 for each dollar of the shortfall (the "DEFERRED REVENUE ADJUSTMENT").
Sample 1
Deferred Revenue Adjustment. Notwithstanding anything to the contrary herein, the parties hereto acknowledge the agreement in the Letter of Intent, dated April 20, 2023, between the Buyer and Seller, that the amount of Consideration shall be reduced by the amount the Company’s total deferred revenue exceeds $3,733,675.00 (“Deferred Revenue Reduction”). If, in its preparation of the Closing NWC Statement, Bxxxx discovers that any amount of the Deferred Revenue Reduction was not accounted for at Closing, Buyer may include such amounts in the Closing NWC Statement to either reduce what it owes Seller under the Post-Closing Adjustment or add to what Seller owes to Buyer under the Post-Closing Adjustment; provided, however, that this portion will not be subject to the Post-Closing Adjustment Cap.
Sample 1

Related to Deferred Revenue Adjustment

  • Performance Adjustment One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Annual Adjustments Base Rent shall be increased on each annual anniversary of the first day of the first full month during the Term of this Lease (each an “Adjustment Date”) by multiplying the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated.

  • Fee Adjustments The fixed fees and other fees expressed as stated dollar amounts in this Schedule C and in this Agreement are subject to annual increases, commencing on the one-year anniversary date of the date of this Agreement, in an amount equal to the percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled “All Services Less Rent of Shelter,” or a similar index should such index no longer be published, since such one-year anniversary or since the date of the last fee increase, as applicable. SCHEDULE D SPECIAL DISTRIBUTION SERVICES AND FEES Services Fees

  • PREMIUM ADJUSTMENT If THE COMPANY overpays a reinsurance premium and THE REINSURER accepts the overpayment, THE REINSURER’s acceptance will not constitute or create a reinsurance liability or increase in any existing reinsurance liability. Instead, THE REINSURER will be liable to THE COMPANY for a credit in the amount of the overpayment. If a reinsured policy terminates, THE REINSURER will refund the excess reinsurance premium. This refund will be on a prorated basis without interest from the date of termination of the policy to the date to which a reinsurance premium has been paid.

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Annual Adjustment At the end of each Fiscal Year and following receipt by Manager of the annual accounting referred to in Article 10, an adjustment will be made to such annual account, if necessary and if available, so that the appropriate amount shall have been deposited in the Reserve.

  • Contract Adjustment Payments Subject to Section 5.3 herein, the Company shall pay, on each Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name a Certificate (or one or more Predecessor Certificates) is registered at the close of business on the Record Date next preceding such Payment Date. The Contract Adjustment Payments will be payable at the office of the Agent in The City of New York maintained for that purpose or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Income PRIDES Register or Growth PRIDES Register. Upon the occurrence of a Termination Event, the Company's obligation to pay Contract Adjustment Payments (including any accrued or Deferred Contract Adjustment Payments) shall cease. Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of (including as a result of a Collateral Substitution or the re-establishment of an Income PRIDES) any other Certificate shall carry the rights to Contract Adjustment Payments accrued and unpaid, and to accrue Contract Adjustment Payments, which were carried by the Purchase Contracts underlying such other Certificates. Subject to Section 5.9, in the case of any Security with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date that is after any Record Date and on or prior to the next succeeding Payment Date, Contract Adjustment Payments, if any, otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Early Settlement, and such Contract Adjustment Payments shall be paid to the Person in whose name the Certificate evidencing such Security (or one or more Predecessor Certificates) is registered at the close of business on such Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Security with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, Contract Adjustment Payments that would otherwise be payable after the Early Settlement Date with respect to such Purchase Contract shall not be payable. The Company's obligations with respect to Contract Adjustment Payments, will be subordinated and junior in right of payment to the Company's obligations under any Senior Indebtedness.

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

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