Allowable Adjustments definition
Allowable Adjustments means with respect to any business acquired by Borrower, the estimated monthly amount of cost savings (net of the estimated monthly amount of cost increases) attributable to operational efficiencies expected to be created by Borrower with respect to such business for the twelve (12) month period following the consummation of such business acquired, as calculated by Borrower and acceptable to Agent in its discretion, for the number of months which have not elapsed during the 12 month period (i) commencing on the last day of the month preceding the consummation of the Acquisition for which financial statements were available and (ii) ending on the first anniversary of the date determined pursuant to clause (i).
Allowable Adjustments means:
5.1.4.1 For any month in a Forecast Report in which the number of units of Products forecasted is less than or equal to [**] units of Products, an adjustment which deviates by plus [**] percent ([**]%) or minus [**] percent ([**]%) from the immediately prior Forecast Report.
5.1.4.2 For any month in a Forecast Report in which the number of units of Products forecasted is greater than [**] units of Products (i) with respect to each of the first [**] of a Forecast Report issued under Section 5.1, an adjustment which deviates up to +/- [**] percent ([**]%) from the immediately prior Forecast Report with respect to the applicable calendar month; and (ii) with respect to each of the second [**] of a Forecast Report issued under Section 5.1, an adjustment which deviates up to +/- [**] percent ([**]%) from the immediately prior Forecast Report with respect to the applicable calendar month, provided, however that in each case (i) or (ii), the downward adjustment to the Product volume for any calendar month covered by such Forecast Report as compared to the same calendar month in any prior Forecast Report shall not exceed minus [**] percent ([**]%) in relation to the first time such calendar month appeared in a Forecast Report. Notwithstanding the foregoing, in the Second Forecast Report, Stryker may make any adjustments to the quantities set forth for any or all calendar months as compared to the initial Forecast Report provided that such adjustments shall not exceed plus [**] percent ([**]%) or minus [**] percent ([**]%) for any such calendar month. In respect of any calculation of Allowable Adjustments pursuant to this Section 5.1.4, the calculation shall be rounded to the nearest integer. For example, a [**]-percent ([**]%) decrease from a prior forecast of [**] would be rounded to [**]. A number that contains a half decimal (.5), shall be rounded up (e.g. [**] would round up to [**]).
Allowable Adjustments shall be deemed to include but not be necessarily limited to: ***. For the purpose of calculating Net Sales, it is understood, without limitation, that no deduction shall be made for cash discounts, uncollectible accounts and freight costs or freight allowances in the manufacture, sale or distribution of Designated Merchandise. Net sales shall not include sales by LICENSEE to P&G or any related or affiliated company thereof.
Examples of Allowable Adjustments in a sentence
Upon each issuance of a Forecast Report, Stryker may make only Allowable Adjustments to any calendar month which was included in a prior Forecast Report.
The term Net Sales shall mean the Gross Sales (as defined below) of the Designated Merchandise by LICENSEE, its affiliated, associated or subsidiary companies, less Allowable Adjustments (as defined below) not to collectively exceed *** of Gross Sales.
More Definitions of Allowable Adjustments
Allowable Adjustments shall have the meaning set forth in Section 5.1.4.