Common use of Further Adjustment Clause in Contracts

Further Adjustment. If at any time during the period of THREE (3) years following the Completion Date the: (a) Buyer becomes: (i) entitled to or receives funds, revenues, refunds, credits or payments; or (ii) liable to pay (and subject to this clause, does or agrees to pay) costs, expenses and expenditure; which are attributable to the Assets and relate to the period before the Effective Date; or (b) Seller becomes: (i) entitled to or receives funds, revenues, refunds, credits or payments; or (ii) liable to pay (and subject to this clause, does or agrees to pay) costs, expenses and expenditure; which are attributable to the Assets and relate to the period after the Effective Date; (in all cases, which amounts or liabilities were not otherwise specifically adjusted for in this Agreement), in an amount or amounts aggregating or exceeding not less than TEN THOUSAND DOLLARS ($10,000.00) then (c) the Buyer shall account to the Seller within THIRTY (30) days of such adjustments in respect of paragraphs 6.6(a)(i) and 6.6(b)(ii); and (d) the Seller shall account to the Buyer within THIRTY (30) days of such adjustments in respect of paragraphs 6.6(a)(ii) and 6.6(b)(i), for such funds, revenues, liabilities, costs, expenses, refunds, credits or payments and, where an amount relates partially to periods before and after the Effective Date, then the amount shall be equitably apportioned between the Seller and the Buyer. A Party shall be entitled to set off amounts payable by the other Party in making account to that other Party. A reference to the Buyer and the Seller in paragraphs (a) and (b) of this Clause includes a reference to the Company, where the Company receives an amount or incurs a liability to be adjusted under this clause.

Further Adjustment. If at any time during With respect to accounts receivables of the period Seller (on a consolidated basis, excluding the Group) resulting from provision, after the Accounting Reference Date, of THREE (3) years following services and/or goods to third parties in connection with the Completion Date theBusiness, the parties hereby agree to the following: (a) Buyer becomesa determination shall be made in good faith by the Seller and the Purchaser on the twentieth (20th) day of each month (the “Determination Date”), commencing with the earliest occurrence of such date after the date of this Agreement, to determine the amount of such receivables, net of any cash outflow incurred by the Seller in connection with the Business after the Accounting Reference Date (“NetReceivables Collection”) during such period; (b) in the event that it has been determined that the Seller has received any Net Receivables Collection for any relevant monthly period, the Seller agrees, subject to the agreement of the Purchaser, to, at the Seller’s election, either: (i) entitled to pay the Purchaser such Net Receivables Collection received for the relevant month (as the case may be) on the fifth (5th) day after the Determination Date (or receives funds, revenues, refunds, credits or paymentsthe next Business Day should such date not be a Business Date); or (ii) liable to pay (and subject to this clause, does or agrees to pay) costs, expenses and expenditure; which are attributable to retain the Assets and relate to the period before the Effective Date; or (b) Seller becomes: (i) entitled to or receives funds, revenues, refunds, credits or payments; or (ii) liable to pay (and subject to this clause, does or agrees to pay) costs, expenses and expenditure; which are attributable to the Assets and relate to the period after the Effective Date; (in all casesamount of such Net Receivable Collection, which amounts or liabilities were not otherwise specifically adjusted for in this Agreement)shall, in without further action by the parties, reduce the Residual Amount by an amount or amounts aggregating or exceeding not less than TEN THOUSAND DOLLARS ($10,000.00) then (c) the Buyer shall account equal to the Seller within THIRTY (30) days of such adjustments in respect of paragraphs 6.6(a)(i) and 6.6(b)(ii); and (d) the Seller shall account to the Buyer within THIRTY (30) days of such adjustments in respect of paragraphs 6.6(a)(ii) and 6.6(b)(i), for such funds, revenues, liabilities, costs, expenses, refunds, credits or payments and, where an amount relates partially to periods before and after the Effective Date, then the amount shall be equitably apportioned between the Seller and the Buyer. A Party shall be entitled to set off amounts payable Net Receivable Collection retained by the other Party in making account to that other Party. A reference to the Buyer and the Seller in paragraphs accordance with this sub-Clause (a) and (b) of this Clause includes a reference b)(ii), which reduction shall be applied to offset the Company, where Initial Payment or the Company receives an amount or incurs a liability to be adjusted under this clausemonthly installment payment next due.

Further Adjustment. If at any time during the period of THREE (3) years following the Completion Date the: (a) Buyer becomes: (i) entitled to or receives funds, revenues, refunds, credits or payments; or (ii) liable to pay (and subject to this clause, does or agrees to pay) costs, expenses and expenditure; which are attributable to the Assets and relate to the period before the Effective Date; or (b) Seller becomes: (i) entitled to or receives funds, revenues, refunds, credits or payments; or (ii) liable to pay (and subject to this clause, does or agrees to pay) costs, expenses and expenditure; which are attributable to the Assets and relate to the period after the Effective Date; (in all cases, which amounts or liabilities were not otherwise specifically adjusted for in this Agreement), in an amount or amounts aggregating or exceeding not less than TEN THOUSAND DOLLARS ($10,000.00) ), then (c) the Buyer shall account to the Seller within THIRTY (30) days of such adjustments in respect of paragraphs 6.6(a)(i6.7(a)(i) and 6.6(b)(ii6.7(b)(ii); and (d) the Seller shall account to the Buyer within THIRTY (30) days of such adjustments in respect of paragraphs 6.6(a)(ii6.7(a)(ii) and 6.6(b)(i6.7(b)(i), for such funds, revenues, liabilities, costs, expenses, refunds, credits or payments and, where an amount relates partially to periods before and after the Effective Date, then the amount shall be equitably apportioned between the Seller and the Buyer. A Party shall be entitled to set off amounts payable by the other Party in making account to that other Party. A reference to the Buyer and the Seller in paragraphs (a) and (b) of this Clause includes a reference to the Company, where the Company receives an amount or incurs a liability to be adjusted under this clauseClause.