Shortfall Adjustments Sample Clauses

Shortfall Adjustments. (i) AMENDED AND RESTATED MARKETING AND FACILITATION AGREEMENT This Amended and Restated Marketing and Facilitation Agreement (this "Agreement") is dated as of August 19, 2002 between Pro-Fac Cooperative, Inc. ("Pro-Fac") and Agrilink Foods, Inc. ("Agrilink"). The members and patrons of Pro-Fac are active growers who have joined together in their cooperative to market their crops at a fair price and to try to achieve as much stability and continuity as is possible in agriculture. Agrilink and its predecessors have long been engaged in the processing, distribution and sale of processed foods, now on a diversified geographical basis. Pro-Fac and Agrilink came together in 1961 because of Pro-Fac's need to find a stable market for crops grown by its members and patrons and because of Agrilink's need for a reliable supply of such crops. Since 1994, Agrilink has been a wholly-owned subsidiary of Pro-Fac. Following the closing of the transactions (the "Transactions") contemplated by the Unit Purchase Agreement dated as of June 20, 2002, by and among Pro-Fac, Agrilink and Vestar/Agrilink Holdings LLC (the "Unit Purchase Agreement"), Agrilink will no longer be a wholly-owned subsidiary of Pro-Fac. Agrilink and Pro-Fac desire to continue their long standing supply relationship with Pro-Fac serving as Agrilink's preferred supplier of crops hereunder, so that Pro-Fac will have the ability to continue to market its members' crops through Agrilink without being subject to the economic risk-sharing arrangements that were previously part of their relationship. It is therefore agreed as follows:
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Shortfall Adjustments. 7 3.2.2 Prorations and Other Adjustments . . . . . . . . . . . . . . . . . . . 8 3.3 Post-Closing Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 3.3.1 Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 3.3.2
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Shortfall Adjustments. Northland Communications Corporation, the managing general partner of Buyer, originally negotiated the transactions contemplated by this Agreement as a part of a larger transaction with Seller and its affiliates. Such other transactions are reflected in those certain Asset Purchase Agreements, of even date herewith, (i) between Seller and Northland Cable Properties Five Limited Partnership, (ii) between Seller and Northland Cable Television, Inc., and (iii) between PCI One Incorporated and Northland Cable Properties Five Limited Partnership (the collective transactions represented by this Agreement and such other agreements shall be referred to in this Section 3.2.1 and Sections 8.2 and 11.3.5 as the "Aggregated Systems"). Although Seller has consented to the allocation of portions of the Aggregated Systems to Buyer and its affiliates, Seller nevertheless has required that no shortfall adjustments shall be made if the actual aggregate number of Equivalent Subscribers and the actual aggregate Monthly Revenue for the Aggregated Systems are equal to or greater than the aggregated benchmarks of Equivalent Subscribers or the aggregated Minimum Monthly Revenue, as the case may be.
Sample 1
Shortfall Adjustments. 7 3.2.2 Prorations and Other Adjustments.......................................................8 3.3 Post-Closing Adjustments.....................................................................10 3.3.1 Procedure.............................................................................10 3.3.2
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Shortfall Adjustments. If, by the Initial Network Completion Date, the City has delivered Network Sections that have been accepted in accordance with Section 4.2 containing fewer than 37,610 Servable Addresses (including any Servable Addresses added to a Network Section after the particular Network Section was accepted), then beginning with the following month's invoice and thereafter for the remainder of the Initial Term (until further revised in accordance with this Section 5.1.2 if applicable), the Unit Rate will be adjusted in accordance with the following table based on the total number of Servable Addresses, and as adjusted will be the "Adjusted Unit Rate”: The City may deliver additional Servable Addresses aller the Initial Network Completion Date, and Google Fiber will accept such additional Licensed Conduit provided that they otherwise meet the acceptance criteria in Section 4.2 (up to the a total of 42,000 Servable Addresses), and any such additional Servable Addresses will be added to the total number of Servable Addresses for purposes of calculating the License Payment in accordance with Section 5.1.1 and Section 5.1.2. In the event that the City has not delivered at least 37,610 Servable Addresses within two (2) years after the Initial Network Completion Date, the City will provide an additional credit to Google Fiber (the "Shortfall Credit") in an amount equal to: (a) the total amount of the License Payments that had accrued through the month prior to the month of the Initial Network Completion Date, after adjusting for any Delivery Delay Credits or Service Credits, minus (b) the total amount in License Payments that Google Fiber would have been charged, after adjusting for any applicable Delivery Delay Credits and Service Credits, had the Unit Rate been equal to the Adjusted Unit Rate, calculated as of the second anniversary of the Initial Network Completion Date, for the period prior to the Initial Network Completion Date.
Sample 1
Shortfall Adjustments. 6 3.2.2 Prorations and Other Adjustments......................................6 3.2.3 Adjustments for Cost of Escrow........................................7 3.2.4 Adjustments for Accounts Receivable...................................7 3.3 Post-Closing Adjustments.....................................................8 3.3.1 Procedure .............................................................8 3.3.2 Property Taxes ........................................................8 3.4
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Shortfall Adjustments. The Purchase Price and the portion thereof payable under Section 3.1.1 shall be reduced, by the formula in either subsection (a) or (b) below, that yields the greater reduction, as follows:
Sample 1
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Shortfall Adjustments. Northland Communications Corporation, the managing general partner of Buyer, originally negotiated the transactions contemplated by this Agreement as a part of a larger transaction with Seller and its affiliates. Such other transactions are reflected in those certain Asset Purchase Agreements, of even date herewith, (i) between Seller and Northland Premier Cable Limited Partnership, (ii) between Seller and Northland Cable Television, Inc., and (iii) between PCI One Incorporated and Buyer (the collective transactions represented by this Agreement and such other agreements shall be referred to in this Section 3.2.1 and Sections 8.2 and 11.3.5 as the "Aggregated Systems"). Although Seller has consented to the allocation of portions of the Aggregated Systems to Buyer and its affiliates, Seller nevertheless has required that no shortfall adjustments shall be made if the actual aggregate number of Equivalent Subscribers and the actual aggregate Monthly Revenue for the Aggregated Systems are equal to or greater than the aggregated benchmarks of Equivalent Subscribers or the aggregated Minimum Monthly Revenue, as the case may be.
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Related to Shortfall Adjustments

  • 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:

  • Purchase Price Adjustments (a) No later than 75 days following the Closing, Purchaser shall cause to be prepared and delivered to Seller a statement (the “Post-Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “

  • Adjustments to the Purchase Price The Purchase Price shall be adjusted as of the Closing Date by:

  • Purchase Price Adjustment (a) As soon as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

  • 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.

  • CPI Adjustment In this Agreement, “CPI-Adjusted” in reference to an amount means that amount is adjusted under the following formula: N  C  (1 CPIn  CPIc ) CPIc where: ”N” is the new amount being calculated; and “C” is the current amount being adjusted; and

  • Additional Adjustments In the event that there is any change in the outstanding Shares for which an adjustment is not provided by Sections 6.1. or 6.2. of this Agreement, and the Options are then unexercised, the Committee may, in its sole discretion, require an adjustment in the number or kind of Shares or securities subject to the Options and the Option Price and such adjustment shall be binding and effective for all purposes hereof.

  • Adjustment Amount (a) As soon as reasonably practicable following the Closing Date, and in any event on or before the date that is the later of forty-five (45) days after the Closing Date and January 31, 2019, Acquiror shall prepare and deliver to the Holder Representative an unaudited consolidated balance sheet of the Company Group (the “Closing Balance Sheet”) and an unaudited consolidated statement of the Company Group as of the close of business on the Closing Date (the “Closing Statement”) setting forth (i) a calculation of the Closing Date Net Working Capital, (ii) a calculation of the Closing Date Indebtedness, (iii) a calculation of the Holder Expenses, (iv) a calculation of the Closing Date Cash, (v) a calculation of the Closing Date Other Adjustment Amount, (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities. The Closing Balance Sheet, the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the Current Blocker Tax Liabilities shall be determined on a consolidated basis using the Agreed Accounting Principles, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement, including the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash and the Closing Date Other Adjustment Amount and the related purchase price adjustment contemplated by this Section 2.7 is to measure the amount of the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, the Closing Consideration, and the Current Blocker Tax Liabilities, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Date Net Working Capital, the Closing Date Indebtedness, the Holder Expenses, the Closing Date Cash, the Closing Date Other Adjustment Amount, and the Current Blocker Tax Liabilities unless such differences are required by GAAP. Following the Closing, Holder Representative and its representatives shall have the right to reasonable access following prior notice to the books, records, the chief financial officer and auditors of the Company Group to the extent relevant for its review of the Closing Statement and the Surviving Entity shall cause the employees and auditors of the Company Group to reasonably cooperate with the Holder Representative in connection with its review of the Closing Statement (subject to customary access agreements as may be required by such auditors).

  • 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.

  • 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.

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