Regulatory Adjustments Sample Clauses

Regulatory Adjustments. All amounts which may become payable to Employee under this Section 6 in connection with the cessation of Employee’s employment with the Company, including any Severance Payments, shall be subject to all applicable regulatory, tax, and legal requirements described under Section 7.p. of this Agreement.
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Regulatory Adjustments. Notwithstanding anything to the contrary contained herein, if, in the judgment of a majority of the full Board of Directors of AmeriPath, in their sole and absolute discretion acting in good faith, it is determined that (A) the inclusion of certain income, from referrals or otherwise, in the calculation of Operating Earnings or Cumulative Operating Earnings, as the case may be, may cause the Contingent Notes, or the holding of the Contingent Notes by any Holder, to violate any Regulation or Order of any Authority (as such terms are defined in SECTION 12.3), or (B) any income was derived or the result of a violation of the policies and procedures of AmeriPath adopted from time to time by the Board of Directors of AmeriPath, then, such income shall not be included in Operating Earnings or Cumulative Operating Earnings, as the case may be, and shall not be taken into account in determining the payments to be made under the Contingent Notes; PROVIDED, HOWEVER, that Sellers shall be given prompt notice of any such determination by the Board of Directors and shall have an opportunity to review the basis for such determination with the Board of Directors.
Regulatory Adjustments. Notwithstanding anything to the contrary contained herein, if, in the judgment of a majority of the full Board of Directors of AmeriPath, in their sole and absolute discretion acting in good faith, it is determined that (A) the inclusion of certain income, from referrals or otherwise, in the calculation of Operating Earnings or Cumulative Operating Earnings, as the case may be, may cause the Contingent Note, or the right to receive payments under the Contingent Note by any Holder, to violate any Regulation or Order of any Authority (as such terms are defined in SECTION 12.3), or (B) any income was derived as the result of a violation of the policies and procedures of AmeriPath adopted from time to time by the Board of Directors of AmeriPath, then, such income shall not be included in Operating Earnings or Cumulative Operating Earnings, as the case may be, and shall not be taken into account in determining the payments to be made under the Contingent Note and appropriate and good faith adjustments shall be made to the Minimum Targets, with such adjustments to apply to all similarly-situated pathologists at AmeriPath; PROVIDED, HOWEVER, that the Holders shall be given prompt notice of any such determination by the Board of Directors and shall have an opportunity to review the basis for such determination with the Board of Directors.

Related to Regulatory Adjustments

  • Royalty Adjustments The following adjustments shall be made, on a Licensed Product-by-Licensed Product and country-by-country basis, to the royalties payable pursuant to this Section 5.5:

  • Market Adjustments 22. Neither this Article nor any other in this Collective Agreement prevents the Employer from using other funds to increase a Member’s salary in response to offers received from other employers or to accommodate other market forces.

  • 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.

  • Cost Adjustments Both parties agree that contracted prices shall be fixed for the first 12 months of this Contract. Contractor must submit to District any proposed cost adjustments at least 60 days before the proposed effective date of such increases with a detailed explanation for each adjustment. District alone reserves the right to reject any changes to this Contract it deems unacceptable.

  • Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • De Minimis Adjustments No adjustment in the number of shares of Common Stock purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one share of Common Stock purchasable upon an exercise of each Warrant and no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 in the Exercise Price; provided, however, that any adjustments which by reason of this Section 3.7 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest full share or nearest one hundredth of a dollar, as applicable.

  • Price Adjustments 17.1 Prices for Goods/Services supplied in terms of this Agreement shall be subject to review as indicated in the Schedule of Requirements/Works Order annexed hereto.

  • Wage Adjustments 12.1 This clause refers to the wages schedules appearing in “Appendix 2: Parity Wages”.

  • Downward Adjustments The Purchase Price shall be adjusted downward by the following:

  • Capital Adequacy Adjustment In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase in or applicability after the Third Restatement Date of any Applicable Law regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law regarding capital or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

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