Adjustment Process. (i) Notwithstanding anything herein to the contrary, for purposes of this Section 2.6(c), the terms “Cash Amount Adjustments” and “Closing Cash Amount” shall be deemed to exclude the adjustments under Section 2.6(a)(v), which shall instead be determined in accordance with Section 2.6(b) above and adjusted at the Closing.
(ii) On or prior to the fifth (5th) Business Day prior to the Closing Date, Company shall deliver to Buyer a written statement (the “Preliminary Statement”) setting forth in reasonable detail the calculation by Company of the Closing Cash Amount, the Cash Amount Adjustments and the computations used in connection therewith. During the two (2) Business Day period following the receipt by Buyer of the Preliminary Statement, Buyer and its representatives shall be permitted to review during normal business hours and make copies reasonably required of (x) the working papers of Company, and, if relevant, its independent auditors relating to the preparation of the Preliminary Statement and (y) any supporting schedules, supporting analyses and other supporting documentation relating to the preparation of the Preliminary Statement.
(iii) In the event Buyer disagrees with the Closing Cash Amount or the Cash Amount Adjustments reflected on the Preliminary Statement, Buyer shall notify Company of such disagreement within two (2) Business Days after receipt thereof (the “Buyer Disagreement Notice”), such Buyer Disagreement Notice to include the amount Buyer believes to be the correct Closing Cash Amount and/or Cash Amount Adjustments, as the case may be. If the Buyer Disagreement Notice is not received by Company within such two Business Day period, the Closing Cash Amount and the Cash Amount Adjustments included in the Preliminary Statement shall be used in order to determine the Purchase Price paid at Closing.
(iv) If a Buyer Disagreement Notice which disputes the Closing Cash Amount or the Cash Amount Adjustments included in the Preliminary Statement is received by Company within such two (2) Business Day period, then:
Adjustment Process. The annual adjustment of the Fair Share School Impact Mitigation Payments shall be accomplished in the manner and in accordance with the procedure set forth in the Annual Adjustment Analysis and this Subsection. On or about November 15 of each year, commencing with calendar year 2001 2003, Xxxx shall prepare and submit to Developer an Annual Adjustment Analysis for the subsequent calendar year, which shall specify the adjustments made in accordance with Subsections (a) through (c) above. The Annual Adjustment Analysis calculates the proposed Fair Share School Impact Mitigation Payments to be applicable effective January 1 of the next succeeding calendar year. Upon Developer’s request at any other reasonable time, Xxxx shall meet with Developer to review and discuss the Annual Adjustment Analysis not later than December 10 of each year. Xxxx shall take into account any information provided by Developer with respect to the Annual Adjustment Analysis, either before or after completion of the Annual Adjustment Analysis, in determining adjustment of the Fair Share School impact Mitigation Payments. Any disputes between Developer and Xxxx with respect to the Annual Adjustment Analysis not resolved to each Party’s satisfaction shall be resolved in accordance with Section 21 of this Agreement, but only after either Xxxx or Developer determines that no other alternative is feasible. Pending such resolution, any revised Fair Share School Impact Mitigation Payments that become due may be paid under protest and, if any amount subsequently is determined to have been improperly applied by Xxxx, Xxxx shall return such additional amount to Developer with interest at the average rate paid by the Los Angeles County Local Agency Investment Fund accruing from the date of payment to the date of repayment by Xxxx to Developer.
Adjustment Process. The Party Contributions shall be updated every two years starting with the year 2019 for the 2020 budget in accordance with the procedure described in Exhibit D, which is attached hereto and incorporated herein by reference. Annual Party Contributions will be determined by the process described in Exhibit D. The population numbers used to calculate annual Party Contributions will be those most recently certified by the Minnesota State Demographer. The Estimated Market Values of Improvements will be those most recently certified by the relevant County Auditors for the Members’ respective jurisdictions. Fire Calls will be those reported to the National Fire Incident Reporting System by the Northfield Area Fire and Rescue Service (NAFRS) and occurring in the NAFRS service area.
Adjustment Process. The Operator will track Annual Facilities Expenditures and quarterly, based on the Municipality’s fiscal year, shall provide the Municipality with a year-to-date report on the preceding quarter, no later than the 20th day after the beginning of the next quarter. . If, at any point during the Municipality’s fiscal year, the actual Annual Facilities Expenditures incurred to that point exceed the year-to-date Budgeted Annual Facilities Expenditures, the Operator will provide notice to Municipality of such exceedance. Thereafter at fiscal year end, the Operator shall undertake an Adjustment Process such that any portion of the Budgeted Annual Facilities Expenditures that has not been spent at the end of each Agreement Year will be reimbursed to the Municipality within sixty (60) days following the end of the Municipality’s fiscal year. Similarly, if actual Annual Facilities Expenditures exceed the Budgeted Annual Facilities Expenditures amount at year end, such exceedance shall be billed by Operator to Municipality and paid within sixty (60) days.
Adjustment Process. A minimum Resource Baseline and a maximum Resource Baseline for each Resource Category described in Section 2.1 through 2.5 above is set forth in Attachment C-2.
(a) If during any calendar month the maximum resource usage for any of such Resource Categories exceeds the Maximum Resource Baseline established for such Resource Category in Table C-2-1 for [REDACTED] consecutive peak measurement periods on a particular Supported System, then Xxxxx Systems shall prepare and present to Newco an infrastructure capacity management recommendation that sets forth (i) the actions that Xxxxx Systems could take to reduce usage of the applicable Resource Category on the applicable Supported System and the effects, if any, such actions may have on the Services and Service Levels, and (ii) the ARC that Newco would incur to increase the applicable Resource Baseline. Within 10 business days after receiving Xxxxx Systems’ recommendation, Newco shall provide written instructions to Xxxxx Systems to reduce usage of the applicable resource or to increase the applicable Resource Category. Xxxxx Systems will carry out such instructions promptly and diligently and, the Charges will be adjusted as described in the infrastructure capacity management recommendation.
(b) If during any calendar month the minimum resource usage for any of such Resource Categories falls below the minimum Resource Baseline established for such Resource Category in Table C-2-1 for [REDACTED] consecutive peak measurement periods on a particular Supported System, then Xxxxx Systems shall prepare and present to Newco an infrastructure capacity management recommendation that sets forth (i) the actions, if any, that Xxxxx Systems could take to reduce the applicable Resource Baseline on the applicable Supported System and the effects, if any, such actions will have on the Services and Service Levels, and (ii) the RRC that Newco would receive if such actions were taken. Within 10 business days after receiving Xxxxx Systems’ recommendation, Newco shall provide written instructions to Xxxxx Systems to reduce or leave unchanged the applicable Resource Baseline. Xxxxx Systems will carry out such instructions promptly and diligently and, the Charges will be adjusted as described in the infrastructure capacity management recommendation.
1. ANNUAL SERVICE CHARGES Notes:
(1) Xxxxx Systems charges for the first month of contract year 1 will be equal to (i) one-twelfth of this amount, plus (ii) $[REDACTED] xxxxx systems cha...
Adjustment Process. The Agreement shall not be subject to rise and fall, except as indicated in clause 25. Subject to clause 25.2, on each anniversary of the Commencement Date each –
25.1.1 rate and price set out in Schedule 4 to the to the Formal Instrument of Agreement; and
25.1.2 other amount or rate payable by the Contractor to the Principal under the Agreement, whether as of right or in particular circumstances – (Contract Charge), shall be adjusted in accordance with the formula set out below: A = B x [1 + {(D-C) /C}] Where: A = the adjusted Contract Charge; B = the Contract Charge nominated in Schedule 4; C = the Consumer Price Index: All Groups (Melbourne) Index Number most recently published issued by the Australian Bureau of Statistics at the Commencement Date; and D = the Consumer Price Index: All Groups (Melbourne) Index Number most recently published issued by the Australian Bureau of Statistics at the date of the adjustment. If the Consumer Price Index: All Groups (Melbourne) Index Number is no longer published by the Australian Bureau of Statistics, the Superintendent may select another index to be used instead for the purposes of adjustments under this clause 25.1. The adjusted Contract Charge(s) shall apply until the next anniversary date, subject to clause 25.2.
Adjustment Process. The process for making adjustments shall be determined through mutual agreement and in accordance with the applicable laws and regulations. The parties shall engage in good faith negotiations to reach a mutually acceptable solution. In case, the value of the Share Consideration is below US$7,400,000, more stock shall be issued. In case the value of The Property is below US$7,400,000, a greater ownership interest in the property shall be transfer to ABVC; provided, however, that in no event that the Shares issued to ZHONGHUI shall exceed 19.99% of the issued and outstanding shares of ABVC common stock as of the date of the Agreement (i.e. August 14, 2023).
2. Terms in uppercase letters not otherwise defined in this agreement should be interpreted with the respective meanings assigned to them in the original agreement.
3. Capitalized terms not otherwise defined herein shall the respective meanings ascribed to them in the Original Agreement.
4. Except as herein above amended, the terms and provisions of the Original Agreement shall remain in full force and effect.
5. This Amendment may be executed in any number of counterparts, each of which shall be considered an original for all purposes.
6. This Amendment shall extend to and be binding upon the heirs, executors, administrators, successors, and assigns of each of the parties hereto.
7. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York.
8. The Agreement is in both English and Chinese, which both have binding effects. If there is any conflict between the English and Chinese language, English language prevails. Very truly yours, By: Name: Xxxxx Xxxxxxxx Xxxxx, Ph.D. Title: Chief Executive Officer Accepted and Agreed to as of the date first written above: 中汇聯和科技(成都)集團有限公司 Zhonghui United Technology (Zhonghui) Group Co., Ltd. Name: Xxxxxxxx Xxx Title: Chairman between ABVC BioPharma, Inc. and 中汇聯和科技(成都)集團有限公司Zhonghui United Technology (Zhonghui) Group Co., Ltd.] 修正案编号1 合作协议 本合作协议（以下简称“原始协议”，本文中设想的交易以下简称“交易”）的第 1 号修正案（以下简称“修正案”）由 ABVC BioPharma, Inc. ( “ABVC”或“公司”）、中汇联和科技（成都）集团有限公司 中汇联合科技（成都）集团有限公司及其关联企业（以下简称“中汇”） ABVC 和 ZHONGHUI有时在本文中单独称为“一方”，统称为“双方”。 鉴于，公司与中汇签订的原协议日期为2023年8月14日；公司和中汇希望修改原始协议，以解决从纳斯达克资本市场（“纳斯达克”）收到的意见。 因此，现在，考虑到前述内容以及本协议中规定的相应契约和协议，双方同意如下：
1. 原协议第3.3条全部替换为：
Adjustment Process. The has the option to trigger a mid-term adjustment process only for Prices of sockeye, pinks and bright chums as set out in Article Section The following process applies: The and the will jointly name a by November The mediator arbitrator will participate in a joint market review process during The must notify the union by May if the adjustment process will be exercised. If there is no notification, all Minimum Prices shall remain in full force and effect. Once the has properly notified the union, negotiations will take place with the involvement of the mediator/ arbitrator and will continue through the season until agreement is reached or a final arbitration decision is made. Arbitration decision dates are July July and August for sockeye, pink and chum, and October for chum only. On each of these dates the Arbitrator has the option to set only the same Minimum Prices as are in Article Section or a lower Minimum Price based on market conditions and submissions by the parties. Any price set by the arbitrator will apply for fish purchased the arbitration date and until the next arbitration date, or until the parties agree on a different Minimum Price.
Adjustment Process. In the event the Company plans to eliminate positions due to technological change; or reorganization of operations as a result of change in processes; or permanent closure, consolidation, or rail-line abandonment; or contracting out work normally done by employees who are members of the bargaining unit; any of which results in the permanent layoff of employees, the Company shall give the Union and the employees a minimum of calendar days notice of such. The notice to the Union referred to above shall be in writing and shall state:
Adjustment Process. The process for making adjustments shall be determined through mutual agreement and in accordance with the applicable laws and regulations. The parties shall engage in good faith negotiations to reach a mutually acceptable solution. In case, the value of the Share Consideration is below US$7,400,000, more stock shall be issued. In case the value of The Property is below US$7,400,000, a greater ownership interest in the property shall be transfer to ABVC; provided, however, that ZHONGHUI’s ownership shall be capped at 19.99% of then issued and outstanding shares of ABVC common stock.
