Negative Adjustment Clause Samples

A Negative Adjustment clause defines the circumstances under which a previously agreed payment or value is reduced, typically due to specific events or conditions outlined in the contract. In practice, this clause may apply if certain performance targets are not met, if there are overpayments, or if adjustments are needed based on final calculations, such as in purchase price adjustments or service level agreements. Its core function is to ensure fairness and accuracy in financial transactions by providing a mechanism to correct or offset amounts owed, thereby preventing overcompensation and aligning payments with actual outcomes.
Negative Adjustment. If the Closing Net Purchase Price exceeds the Final Net Purchase Price as finally determined in accordance with this Section 2.6 (such excess amount, the “Negative Adjustment Amount”), then the Sellers’ Representative shall promptly (but in any event within five (5) Business Days following the final determination of the Final Net Purchase Price) pay an amount equal to such insufficiency to the Buyer (i) from the Working Capital Escrow Fund; and (ii) to the extent the amount of the Negative Adjustment Amount exceeds the amount available in the Working Capital Escrow Fund, from the Indemnification Escrow Fund or from Sellers, at the discretion of Buyer; in accordance with the Escrow Agreement.
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Negative Adjustment. To the extent that the Net Working Capital derived from the Closing Date Balance Sheet is less than the Net Working Capital derived from the Preliminary Balance Sheet (the "Preliminary Net Working Capital"), then the Seller shall pay to the Purchaser the amount by which the Net Working Capital is less than the Preliminary Net Working Capital by wire transfer of immediately available funds to an account designated by the Purchaser or by certified check within ten (10) days of the Balance Sheet Delivery Date (as defined below).
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Negative Adjustment. If the Post-Closing Adjustment Amount is ------------------- negative, then the Unadjusted Purchase Price shall be adjusted upward dollar- for-dollar by the Post-Closing Adjustment, and Buyer shall pay the lesser of (x) such Post-Closing Adjustment Amount and (y) $200,000, to Seller in immediately available funds within three (3) days following final determination of such amount as described in Section 1.3(b) (i).
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Negative Adjustment. If the Closing Net Purchase Price exceeds the Final Net Purchase Price (such excess amount, the “Negative Adjustment Amount”), then the Seller and/or the Shareholder shall promptly (but in any event within five Business Days following the final determination of the Final Net Purchase Price) pay an amount equal to such insufficiency to the Buyer.
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Negative Adjustment. If the dif- ▇▇▇▇▇▇▇ is negative (that is, the holder pays less than the adjusted issue price of the original debt instrument), then, with respect to the issuer but not the holder, the difference reduces the ag- gregate adjusted issue prices of all of the debt instruments in the issue, both original and additional.
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Negative Adjustment. The Negative Adjustment shall be the sum of the following: (a) all income and other receipts received by the Allied Parties in respect of the Transferred Interests that are applicable to period following the Closing as determined under U.S. GAAP (“Post-Closing Income”); and (b) all expenditures by the CEI Parties with respect to drilling operations on the Oyo 7 Well (“Allied Capex”) excluding (for clarity) expenditures in respect of the (i) re-entry, completion and/or tie-back of the Oyo 7 Well, or (ii) drilling, completion and/or tie-back of any other well on the OMLs.
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Negative Adjustment. If the Final Common Purchase Price is less than the Estimated Common Purchase Price estimated at Closing (such amount that is less than the Estimated Common Purchase Price shall be referred to as the "Deficiency") and the Deficiency is less than or equal to the amount of funds deposited in the Purchase Price True-Up Holdback, the Seller Representative, on behalf of the Sellers, and Buyer shall direct the Escrow Agent to pay to Buyer the amount of the Deficiency from the funds deposited and remaining in the Purchase Price True-Up Holdback and direct that the balance of the Purchase Price True-Up Holdback (if any) be paid to the Sellers in accordance with their Holdback Share.
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Negative Adjustment. (i) If the AGZ Share Price Adjustment and the FA Share Price Adjustment are negative amounts (i.e., the Estimated AGZ Share Price and the Estimated FA Share Price are greater than the AGZ Share Price and FA Share Price, respectively), the Sellers shall pay to the Purchaser an amount per AGZ Share and FA Share equal to the following: (a) with regard to AGZ Shares, the AGZ Share Price Adjustment multiplied by the number of AGZ Shares sold by the Sellers, i.e., 24,043,250; (b) with regard to FA Shares, the FA Share Price Adjustment multiplied by the number of FA Shares sold by the Sellers, i.e., 1,552,371. The adjustments shall be allocated to the Sellers in accordance with Schedule 4.2. (ii) Within three (3) Business Days after the date on which the process described in Schedule B for the determination of the Closing Statement is complete, the payments referred to in the above paragraph shall be made (a) with regard to the relevant Managers, via the release of an amount of the Managers’ Escrow Amount equal to the adjustment determined pursuant to Clauses 5.3.3(i)(b) regarding the FA Shares sold by these Managers to the Purchaser’s account, the details of which shall accompany the Purchaser’s delivery of the Closing Statement, (b) with regard to the other Managers, by such other Managers directly (or, failing which, through the Purchaser’s draw on their respective Managers’ Guarantee) to the Purchaser’s account, the details of which shall accompany the Purchaser’s delivery of the Closing Statement and (c), with regard to PAI, either (i) directly by PAI to the Purchaser or failing which, via UGI’s draw on the PAI Guarantee, if applicable, or (ii), if applicable, via the release of an amount of the PAI Escrow Amount equal to the adjustment determined pursuant to Clauses 5.3.3(i)(a) and (b) regarding the Shares sold by PAI to the Purchaser’s account, the details of which shall accompany the Purchaser’s delivery of the Closing Statement. Simultaneously with the payments required by this Clause 5.3.3, the balance of the Managers’ Escrow Amount and, if applicable, the balance of the PAI Escrow Amount and the UGI Escrow Amount shall be released respectively to the relevant Managers, PAI and the Purchaser via wire transfer in accordance with the account details to be provided by them to bank/escrow agent for and under the Managers’ Escrow Agreements and (if applicable) the PAI Escrow Agreement and the UGI Escrow Agreement.
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Negative Adjustment. Subject to Section 2.11(d) below, if there is a negative Adjustment Amount, then within three Business Days following the date that the Final Closing Date Balance Sheet and the Final Closing Date Closing Amounts are finally determined, the Parent shall prepare an amendment to the Notes reflecting a decrease of the principal amount outstanding under the Notes by the Adjustment Amount. The amount of such reduction applied to each individual Note shall be calculated in the same manner as the calculation in Section 2.9(e)(iii) above. Parent shall provide such amendments to the applicable Note Representative or the Escrow Agent, as applicable, to append to such Notes. The Note Payment Rights to which each of the Accredited Option Holders, Accredited Stockholders and Warrant Holders, as the case may be, is entitled shall be reduced by the same proportionate reduction of the applicable Note.
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Related to Negative Adjustment

  • 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:

  • CPI Adjustment If the CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.

  • 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.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • Pricing Adjustments a. In the event an adjustment is made to the computation of the net asset value of Fund shares as reported to Insurance Company under paragraph 7, (1) the correction will be handled in a manner consistent with SEC guidelines and the Investment Company Act of 1940, as amended and (2) the Funds or Transfer Agent shall notify Insurance Company as soon as practicable after discovering the need for any such adjustment. Notification may be made in the following manner: