Reserve Adjustment Sample Clauses

Reserve Adjustment. (A) Subject to Section 2(d)(iv)(C) below, within twenty (20) days after the date that is 9 months following the Closing Date, Buyer may prepare and deliver at its sole discretion to Seller a report setting forth the Preliminary Reserve Activity (the “Reserve Report”). Following delivery of the Reserve Report, the Final Reserve Report and the Final Reserve Activity shall be determined in accordance with the procedures set forth in Section 2(d)(vi) below. For purposes of determining the Preliminary Reserve Activity and the Final Reserve Activity, the following provisions shall apply: (i) any charge made against the End-of-Life component of the Accrued Sales Return Reserve shall be based on activity during the nine month period following the Closing Date that is specifically attributable to products shipped or sold on or prior to the Closing Date; (ii) any charges made against the Defective RMA or Slow-moving Inventory components of the Accrued Sales Return Reserve shall be based on all activity during the five month period following the Closing Date, regardless of whether such activity can be attributed to products shipped or sold on, before or after the Closing Date; (iii) the total number of units charged against the Accrued Sales Return Reserve shall in no event exceed, for all Inventory Categories, the Final Inventory Level for all Inventory Categories minus the number of units of the respective Inventory Categories sold through to end-users during the five month period following the Closing Date; (vi) no charges
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Reserve Adjustment. The reserve adjustments for reinsurance under this Agreement on a YRT Plan of Reinsurance shall be as stipulated in the relevant Exhibit.
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Reserve Adjustment. 2.10 Current Reinsurance Agreement
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Reserve Adjustment. Based on Seller's reserve analyses completed for calendar year 2002, a calculation of the reserve adjustment for increases (compared to the amounts therefor set forth on the audited TSL balance sheet at December 31, 1999) in ultimate estimated liabilities relating to 1999 and prior accident years (the "Reserve Adjustment Increase Amount") will be completed. Following completion of the calculation, Buyer will tender immediately available funds to Seller in an amount equal to the Reserve Adjustment Increase Amount within 30 days after receiving written request therefor from Seller. In the event that the Reserve Adjustment Increase Amount would otherwise be a negative number, the Reserve Adjustment Increase Amount shall be deemed to be zero.
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Reserve Adjustment. (a) Within 30 days after the Reserve Date, Purchaser will prepare and deliver, or cause to be prepared and delivered, to the Securityholders’ Representative, at Purchaser’s expense, an unaudited statement (the “Reserve Statement”), which shall set forth in good faith and reasonable detail (i) the net proceeds received by or on behalf of the Company from collections of the Reserved A/R through the Reserve Date (the “Collected Reserved A/R”), (ii) the net proceeds received by or on behalf of the Company from collections of the Reserved Deferred Revenue (the “Collected Deferred Revenue”), (iii) the net proceeds received by or on behalf of the Company from sales of the Reserved Inventory through the Reserve Date (the “Collected Reserved Inventory”), and (iv) the amounts recognized as income through the Reserve Date on account of the Reserved Continental Deferred Revenue (the “Collected Continental Deferred Revenue”). During the period from Closing through the Reserve Date, the Purchaser shall exercise commercially reasonable efforts to collect the Collected Reserved A/R, the Collected Deferred Revenue and the Collected Reserved Inventory and to recognize into income the Collected Continental Deferred Revenue. The Securityholders’ Representative and its Representatives shall have the right to review, at the Securityholders’ Representative’s expense, any of the applicable books, records and work papers relating to the preparation of the Reserve Statement; provided, however, that to the extent such books, records and work papers include confidential or proprietary information, Purchaser may condition any such review of the books, records and work papers upon the Securityholders’ Representative and its Representatives executing a mutually satisfactory and customary confidentiality agreement to keep all matters disclosed under this Section 4.4 confidential, provided, further, than any delays as a result of such requirement shall automatically extend the applicable objection period for the Securityholders’ Representative. Within 45 calendar days after the date that the Securityholders’ Representative receives the Reserve Statement, the Securityholders’ Representative will advise Purchaser in writing that the Securityholders’ Representative either (i) agrees that the Reserve Statement was prepared in accordance with the first sentence of this Section 4.4 or (ii) does not agree that such Reserve Statement was so prepared, in which event the Securityholders’ Representa...
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Related to Reserve 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:

  • 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

  • Equitable Adjustment Trading volume amounts, price/volume amounts and similar figures in the Transaction Documents shall be equitably adjusted (but without duplication) to offset the effect of stock splits, similar events and as otherwise described in this Agreement and Warrants.

  • 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.

  • Interest Rate Adjustment The interest rate payable on the Notes shall be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc., or any successor thereto (“Moody’s”) or Standard & Poor’s Ratings Services, a division of XxXxxx-Xxxx, Inc., or any successor thereto (“S&P”) downgrades (or subsequently upgrades) the debt rating assigned to the Notes, as set forth below. If the rating from Moody’s of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from the interest rate payable on the Notes on the date of their issuance (the “Original Interest Rate”) by the percentage set forth opposite that rating: Rating Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % If the rating from S&P of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from the Original Interest Rate by the percentage set forth opposite that rating: Rating Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % Notwithstanding the foregoing, if at any time the interest rate on the Notes has been adjusted upward and either Moody’s or S&P, as the case may be, subsequently increases its rating of the Notes to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall be decreased such that the interest rate for the Notes equals the Original Interest Rate plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increase. If Moody’s subsequently increases its rating of the Notes to Baa3 or higher and S&P increases its rating to BBB- or higher the interest rate on the Notes shall be decreased to the Original Interest Rate. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P, shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes be reduced to below the Original Interest Rate or (2) the total increase in the interest rate on the Notes exceed 2.00% above the Original Interest Rate. If either Moody’s or S&P ceases to provide a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the agency continuing to provide the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely as a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide a rating of the Notes, the interest rate on the Notes shall increase to, or remain at, as the case may be, 2.00% above the Original Interest Rate. Any interest rate increase or decrease described above shall take effect from the first day of the interest period during which a rating change requires an adjustment in the interest rate. The interest rate on the Notes shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) and, if applicable, shall be decreased to the Original Interest Rate, if the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of these ratings if only rated by one rating agency), with a stable or positive outlook by each of the rating agencies.

  • Equitable Adjustments If, between the date of this Agreement and the Closing, the outstanding shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock and the holders of Acquiror Common Stock the same economic effect as contemplated by this Agreement; provided, however, that this Section 3.02 shall not be construed to permit Acquiror, the Company, or Merger Sub to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement.

  • Conversion Price Adjustments The conversion price shall be subject to adjustment (without duplication) from time to time as follows:

  • CPI Adjustment The fixed fees and other fees expressed as stated dollar amounts in this schedule and in the Agreement shall be increased annually commencing on the one-year anniversary date of the Effective Date by the percentage increase since the Effective Date 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.

  • Conversion Price Adjustment In the event the Company, shall, at any time following the issuance of the Series A-1 Preference Shares, issue additional Common Shares in a financing transaction the sole purpose of which is to raise capital, at a price per share less than the Conversion Price then in effect, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration paid for such additional Common Shares.

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

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