Adjusted Payments Clause Samples

The Adjusted Payments clause defines how payment amounts may be modified under certain circumstances specified in the contract. Typically, this clause outlines the conditions that trigger adjustments, such as changes in applicable taxes, regulatory requirements, or unforeseen costs, and details the method for recalculating the payment amounts. Its core function is to ensure that the financial terms of the agreement remain fair and equitable for both parties in the face of changing external factors, thereby allocating risk and maintaining contractual balance.
Adjusted Payments. Notwithstanding anything to the contrary herein, to the extent that Maker is unable to make an installment payment under this Promissory Note because of the reasons set forth in Section 2 herein, Maker shall assess the amount of funds that it may legally use to make payments to Payee and Mr. ▇▇▇▇▇ ▇▇▇, to the extent that there are funds available, Maker shall first make proportional payments of principal and/or interest thereon (depending upon the type of payment that was scheduled) to Payee and Mr. ▇▇▇▇▇ ▇▇ the extent legally permissible; thereafter, the amount of such scheduled installment that the Company was not obligated to pay pursuant to Section 2 hereof shall be added to the principal amount remaining on this Promissory Note and future annual payments hereunder will be adjusted accordingly. Such procedures shall apply to successive years' installment payments until the entire principal amount of each of Payee's and Mr. ▇▇▇▇▇' ▇▇tes are paid in full, which may extend beyond the anticipated six-year term stated in Section 2 herein.
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Adjusted Payments. Purchaser agrees that it will seek to apply the Escrowed Funds in payment for the first $150,000 of any adjustments required to be made to the Purchase Price hereunder. In the event that any such adjustment exceeds such $150,000 or if any such Escrowed Funds are not promptly paid to Purchaser, Seller shall promptly pay to Purchaser the amount of any such excess.
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Adjusted Payments. Payment of the applicable Initial Purchase Price for each delivery of Product shall be made within sixty (60) days from the later of the date of invoice or the date of delivery. Within sixty (60) days of the end of each calendar half-year, Anthra shall prepare an accounting of the weighted average unit Net Sales price for [each formulation, dosage form and quantity of] the Product sold during such half-year and shall forward such accounting to Leiras together with an additional payment if the Initial Purchase Price has been less 90 91 than such price, If the Initial Purchase Price has been greater than such price, Leiras shall provide Anthra a quantity of Product free of charge in the amount of such shortfall. Each accounting shall contain at least the following information separately on each dosage form: the total amount of Product sold, returned and the reasons for returns; the dollar volume of sales and returns; and the price of each return, sale and itemized deductions from sales.
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Adjusted Payments. Payments required to be made as a result of an adjustment to any portion of the Purchase Price, as well as the allocation determination set forth in Section 4 below, shall occur upon the Settlement Date. The monies deposited into the Escrow Account shall be used as security for any adjustments required to be made to the Purchase Price, as security for the value of the Card Inventory and as security for the indemnification obligations described in Section 11.01; provided, however, it is understood and agreed to that the release of said monies from Escrow shall not be delayed if there are no current claims for indemnity as of the release date. The parties shall cooperate in good faith with each other to determine the adjustments, if any, to the Purchase Price and the value of the Card Inventory and disburse the sums held in Escrow as soon as possible. Except where specifically stated otherwise herein, and in the Escrow Agreement, for all other fees and expenses, the Purchaser and Sellers will each be solely responsible for their respective expenses of entering into this agreement, including, without limitation, fees and expenses of legal counsel, accountants or other advisors incurred in connection with the transactions contemplated hereby. A "business day" is any day upon which PNC Bank, National Association is open for business to the general public. Subject to the Sellers' obligations under Section 11.01 hereof and Purchaser's set-off rights described in Section 11.03, it is the intent of the parties that all sums held in Escrow (other than the sums associated with the Card Inventory) be disbursed on the Settlement Date. THE SELLERS AGREE THAT ALL PAYMENTS DUE FROM THE PURCHASER OR THE ESCROW AGENT TO THE SELLERS IN CONNECTION HEREWITH SHALL BE MADE TO MR. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ BEHALF OF THE SELLERS, AND MR. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇LL DISTRIBUTE SUCH FUNDS AMONGST THE SELLERS IN RELATION TO THE PURCHASED ASSETS SOLD BY EACH SELLER HEREUNDER AND/OR IN ACCORDANCE WITH ANY APPLICABLE PARTNERSHIP OR OPERATING AGREEMENTS, OR AS OTHERWISE AGREED TO AMONGST THE SELLERS. The parties further agree that any interest earned on the monies held in escrow shall be disbursed to the party entitled to receive the principal of the escrowed funds (i.e., if a party receives 50% of the principal amount of the escrowed funds, such party would also receive 50% of the interest accrued through the date of disbursement).
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Related to Adjusted Payments

  • Estimated Payments Commencing on the first day of the Term on which Additional Rent is due, and on the first day of each calendar month thereafter during the Term of this Lease, Tenant shall pay Landlord all Additional Rent for: a) Real estate taxes pursuant to Section 2 above, b) Insurance premiums pursuant to Section 3 above, c) HVAC maintenance pursuant to Section 5 above, d) Common Area Charges pursuant to Section 4 above and e) Water and common utility use pursuant to Section 14 below. On an annual basis, Landlord shall provide Tenant with (a) a statement of all actual Common Area Charges and insurance premiums incurred in the preceding calendar year and (b) a statement of all charges of real estate taxes assessed against the Property in the preceding fiscal year. If Tenant has made estimated payments of Additional Rent during such calendar/fiscal year in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due. If the actual Additional Rent due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay such amount due as Additional Rent within 15 business days after notice from Landlord. Any failure by Landlord to deliver such statements shall not constitute a default by Landlord or operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due pursuant to the terms of this Lease. If Additional Rent for any calendar year increases by more than five percent (5%) over Additional Rent for the immediately preceding calendar year, Tenant, within ninety (90) days after receiving Landlord’s statement of actual Additional Rent (inclusive of those which vary with occupancy) for a particular calendar year, shall have the right to provide Landlord with written notice (the “Review Notice”) of its intent to review Landlord’s books and records relating to the Additional Rent for such calendar year. Within a reasonable time after receipt of a timely Review Notice, Landlord shall make such books and records available to Tenant or Tenant’s agent for its review at either Landlord’s home office or at the office of the Building, provided that if Tenant retains an agent to review Landlord’s books and records for any calendar year, such agent must (i) be a CPA firm or an in-house accountant or finance department employee of Tenant, (ii) not be compensated on a contingency basis and (iii) execute a copy of a confidentiality agreement with respect to such review. Tenant shall be solely responsible for any and all costs, expenses and fees incurred by Tenant or ▇▇▇▇▇▇’s agent in connection with such review. If Tenant elects to review ▇▇▇▇▇▇▇▇’s books and records, within thirty (30) days after such books and records are made available to Tenant, Tenant shall have the right to give Landlord written notice stating in reasonable detail any objection to ▇▇▇▇▇▇▇▇’s statement of actual Additional Rent for such calendar year. If Tenant fails to give Landlord written notice of objection within such thirty (30) day period or fails to provide Landlord with a Review Notice within the ninety (90) day period provided above, Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Additional Rent in all respects and shall thereafter be barred from raising any claims with respect thereto. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Additional Rent for the calendar year in question are less than reported, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by Tenant. Likewise, if Landlord and Tenant determine that Additional Rent for the calendar year in question are greater than reported, Tenant shall forthwith pay to Landlord the amount of underpayment by Tenant with the understanding that there shall be no interest or late charge added thereto at the time same is billed to Tenant by reason of the failure of Tenant to previously have paid same when the excess was billed for such reviewed period. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential. Notwithstanding anything herein to the contrary, ▇▇▇▇▇▇ shall not be permitted to examine ▇▇▇▇▇▇▇▇’s books and records or to dispute any statement of Additional Rent unless ▇▇▇▇▇▇ has paid to Landlord the amount due as shown on Landlord’s statement of actual Additional Rent, said payment being a condition precedent to ▇▇▇▇▇▇’s right to examine ▇▇▇▇▇▇▇▇’s books and records.

  • Disputed Payments If either Party, in good faith, disputes the accuracy of an invoice from the other hereunder, the disputing Party shall provide to the other Party an explanation of the basis for the dispute and shall pay to the other Party the portion of the invoice not in dispute by the due date (but shall not be required to pay the disputed portion). For the avoidance of doubt, a Party may dispute the accuracy of an invoice from the other hereunder after payment has been made in respect of such invoice. Any amount disputed by a Party pursuant to this Section 11.4 that is later conclusively determined (whether by agreement of the Parties or a final, non-appealable determination of a Governmental Authority with jurisdiction) to be properly due and payable shall be paid to the Party owed payment on or before ten (10) Days after such determination, together with interest accrued at the Interest Rate from the first Day following the date on which payment would have been made if not disputed to but excluding the date payment is made.

  • Permitted Payments Until such time as all of the Senior Indebtedness has been Paid in Full, Borrower may pay to the Subordinated Creditors, and the Subordinated Creditors may accept from the Borrower (collectively, the “Permitted Payments”) only: (i) Any payments of interest with respect to the Subordinated Indebtedness that are paid “in kind,” whether capitalized and added to then outstanding principal amount of the Subordinated Indebtedness or accrued or accreted as unpaid interest so long as such payments “in kind” do not become obligations for payment of cash, securities or any other form of payment (other than in each case in the form of Subordinated Securities) until the earlier of (x) after all of the Senior Indebtedness has been Paid in Full or (y) the scheduled maturity date of the Subordinated Indebtedness (it being acknowledged and agreed by the Subordinated Creditors that such scheduled maturity date will be automatically extended (without any action by the Borrower or any Subordinated Creditor) by a number of days that the maturity date of the Senior Indebtedness is extended provided that such scheduled maturity date may not be extended by more than 180 days without the consent of each Subordinated Creditor); (ii) Payment of all or any portion of principal or interest on the Subordinated Indebtedness, so long as on the date of any proposed payment, (x) Quarterly Adjusted Continuing Business EBITDA for the two immediately preceding calendar quarters was greater than $5,000,000 for each such quarter, (y) Borrower is in compliance with all covenants and requirements set forth in the Senior Loan Agreement without giving effect to the amendments to the Senior Loan Agreement set forth in Section 4 of the First Amendment, and (z) no default or event of default exists under the Senior Loan Agreement or any other Loan Document, and no default would occur under the Senior Loan Agreement or any other Loan Document as a result of such payment; (iii) Payments of principal and accreted or accrued interest upon the occurrence of a Change in Control (as defined in the Subordinated Documents as in effect on the date hereof) and the declaration of an “Event of Default” under the Subordinated Documents in accordance with the terms thereof, but only to the extent that the Senior Creditor has consented in writing to such Change in Control or has waived (or agreed to forbear from exercising remedies in connection with) in writing any Event of Default under the Loan Documents that may have occurred as a result of such Change in Control; and (iv) Reimbursement of reasonable out-of-pocket costs and expenses (including without limitation, attorney fees) due and owing to any Subordinated Creditor; provided, in the case of clauses (iii) and (iv) only if such payments are payments made in accordance with the terms of the Subordinated Documents as in effect on the date hereof or as modified in accordance with the terms of this Agreement.

  • Refused Payments We reserve the right to refuse to pay any Receiver. We will attempt to notify the Sender promptly if we decide to refuse to pay a Receiver designated by the Sender. This notification is not required if you attempt to make a prohibited payment under this Agreement.

  • Returned Payments If after receipt of any payment which is applied to the payment of all or any part of the Obligations (including a payment effected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion), then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender. The provisions of this Section 2.21 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.21 shall survive the termination of this Agreement.