Adjustment Schedule. 3.1 If the Uptime Percentage specified in Schedule 3(a) is not achieved for Uptime System, then the specified discount will be applied to all payments due during the next Uptime Measurement Period for the Uptime System that did not achieve the Uptime Percentage.
3.2 Schedule 3(a): Agreement Payment Adjustment Schedule for Uptime System. * Maximum adjustment available
Adjustment Schedule. (a) As soon as practicable after the Closing Date (but in any event not more than 150 days after the Closing Date), the Buyer shall cause to be prepared and delivered to Seller Representatives and the Escrow Agent a schedule (the "Adjustment Schedule") which shows, as of the Effective Time, the calculation of the Consideration as provided in Section 1.2(a) and as adjusted pursuant to Section 1.4.
(b) Upon receipt of the Adjustment Schedule, Seller Representatives shall have the right during the succeeding 30-day period to examine the Adjustment Schedule and all records used to prepare such Adjustment Schedule. Seller Representatives shall notify the Buyer in writing, on or before the last day of the 30-day period, of any good faith objections to the Adjustment Schedule, setting forth a reasonably specific description of such objections and the dollar amount of each objection.
(c) If Seller Representatives in good faith object to the Adjustment Schedule, Seller Representatives and the Buyer shall attempt to resolve any such objections within 30 days of the Buyer's receipt of such objections. If the Buyer and Seller Representatives are unable to resolve the matter within such 30-day period, they shall jointly appoint a mutually acceptable firm of independent certified public accountants (or, if they cannot agree on a mutually acceptable firm, they shall cause their respective accounting firms to select such firm) within five days after the end of such 30-day period. The fees of such independent certified public accountants shall be divided equally between the Buyer and Seller Representatives (on behalf of all Sellers). Such firm's resolution of the dispute shall be conclusive and binding upon the Sellers and the Buyer.
(d) The Adjustment Schedule shall be deemed complete upon the earlier of (i) the 31st day after the Buyer's delivery of the Adjustment Schedule to Seller Representatives, unless prior to such day Seller Representatives shall have notified the Buyer of an objection in accordance with Section 1.5(b), and (ii) the resolution of all objections, pursuant to Section 1.5(c). Within five business days following completion of the Adjustment Schedule as aforesaid, either
(A) the Buyer shall pay Seller Representatives, on behalf of the Sellers, the amount, if any, by which the Consideration (as adjusted) exceeds the amount paid pursuant to Section 1.3(b); or (B) Seller Representatives, on behalf of the Sellers, shall pay to the Buyer the amount, if any, ...
Adjustment Schedule. 3.1 If the Uptime Percentage specified in Schedule 3(a) is not achieved for System Uptime, then the specified future contract reduction will be applied to all payments due during the next Uptime Measurement Period (one (1) year) for the System that did not achieve the Uptime Percentage. Schedule 3(a): Agreement Payment Adjustment Schedule for System.
Adjustment Schedule. 6 1.6 Escrow....................................................... 8 1.7 Appointment of the Seller Representatives.................... 9 1.8 The Closing.................................................. 10 1.9 Deliveries by the Sellers. .................................. 11 1.10 Deliveries by the Buyer...................................... 14 1.11 Articles of Incorporation; By-Laws...........................
Adjustment Schedule. A. OVERVIEW The Parties agree that the Sandoz Parties shall have the right to offset Excess Costs against Commercial Milestone Payments, Profit Interest and royalties (whether paid pursuant to Sections 4.6.1, 4.7.1 or 4.8.1), to the extent, and subject to the limitations, set forth in this Schedule. DEFINITIONS: "ACTUAL MOMENTA ECONOMIC INTEREST". Actual Momenta Economic Interest means, with respect to a Post-Launch Quarter, the percentage calculated in accordance with the following table:
Adjustment Schedule. Overview
Adjustment Schedule. CPI adjustments to the Base Rental shall be made every five (5) years during the Term with the first such adjustment to be made effective on the first day following the fifth anniversary of the issuance of the Certificate of Occupancy or Conditional Certificate of Occupancy, whichever occurs first. Such CPI adjustments as may be applicable for a partial month shall be remitted with the first full monthly payment due at the adjusted amount.
Adjustment Schedule. Seller will prepare and deliver to Buyer within ninety (90) days after the Closing Date a report computing the details of the allocations prescribed in Section 2.5(a), in accordance with the provisions of this Agreement. Within thirty (30) days after receiving the report, Buyer will provide Seller with written notice of any objections to the computations. If Buyer has no objections, the party obligated to make payment under the report will do so within five (5) Business Days after the expiration of the thirty- (30-) day period described in the previous sentence. Any disagreement that cannot be resolved by the parties within thirty (30) days after the delivery of written notice of objection by Buyer will be resolved by an independent accounting firm mutually agreeable to the parties. The fees and expenses of such independent account firm shall be borne equally by the parties.
Adjustment Schedule. 6 1.6 Escrow................................................................................... 9 1.7 The Closing.............................................................................. 9 1.8 Deliveries by the Seller and Partners.................................................... 10 1.9 Deliveries by the Buyer.................................................................. 11 1.10 Allocation of the Consideration......................................................... 12
Adjustment Schedule. 3 Agreement.......................................................................................................1 Assets..........................................................................................................2
