Adjustments to Consideration Clause Samples
The "Adjustments to Consideration" clause defines how the agreed payment or compensation under a contract may be modified after the initial agreement. This clause typically outlines specific circumstances—such as changes in scope, unforeseen costs, or regulatory changes—that could trigger an increase or decrease in the amount payable. For example, if the cost of materials rises unexpectedly, the consideration may be adjusted accordingly. Its core practical function is to provide a clear mechanism for recalculating payments, thereby ensuring fairness and flexibility for both parties in response to changing conditions.
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Adjustments to Consideration. (a) At least three (3) business days prior to the Closing Date, BMR shall deliver to Buyer a statement prepared in accordance with GAAP consistently applied (the "Estimated Working Capital Statement") setting forth an estimate of the Working Capital as of the close of business on the Closing Date (the "Estimated Working Capital") and the Estimated Closing Balance Sheet. In the event that the Estimated Working Capital is greater than the Working Capital as of June 30, 2006, the calculation of which is set forth on Schedule 2.07 attached hereto (the "Target Working Capital") (such excess, the "Estimated Working Capital Surplus"), the Unadjusted Consideration shall be increased by the amount of such Estimated Working Capital Surplus. In the event that the Estimated Working Capital is less than the Target Working Capital (such deficiency, the "Estimated Working Capital Deficiency"), the amount of the Unadjusted Consideration shall be reduced by the amount of such Estimated Working Capital Deficiency.
(b) Within sixty (60) days following the Closing Date, Buyer shall deliver to BMR a statement prepared on the same basis as the Estimated Working Capital Statement setting forth the actual Working Capital as of the close of business on the Closing Date (the "Closing Working Capital Statement").
(c) BMR shall deliver to Buyer, by the Objection Deadline Date, either a notice indicating that BMR accepts the Closing Working Capital Statement or a detailed statement describing its objections (if any) to the Closing Working Capital Statement. Buyer will provide to BMR reasonable access to the books and records of Buyer to the extent reasonably required to verify the information presented on the Closing Working Capital Statement. If BMR delivers to Buyer a notice accepting the Closing Working Capital Statement, or BMR does not deliver a written objection to the Closing Working Capital Statement by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Closing Working Capital Statement shall be deemed to be the Final Closing Working Capital Statement. If BMR timely objects to the Closing Working Capital Statement, such objections shall be resolved as follows:
(i) Buyer and BMR shall first use reasonable efforts to resolve such objections.
(ii) If Buyer and BMR do not reach a resolution of all objections set forth on BMR's statement of objections within t...
Adjustments to Consideration. The consideration to be paid pursuant to Sections 2.2(b), 2.2(f), 2.2(b) and 2.2(c) shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into RTO Acquiror Shares or Meta Shares, other than stock dividends paid in lieu of ordinary course dividends), reorganization, recapitalization or other like change with respect to RTO Acquiror Shares or Meta Shares occurring after the date of the Arrangement Agreement and prior to the Effective Time.
Adjustments to Consideration. The number of shares of the Company Series A Preferred Stock shall be adjusted to reflect fully the effect of any reclassification, combination, subdivision, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into the Company Series A Preferred Stock), reorganization, recapitalization or other like change with respect to the Company Series A Preferred Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.
Adjustments to Consideration. The Department may adjust the consideration provided to the Contractor under this Contract based on any reductions of funding, governing budget, erroneous or improper payments, audit findings, or failings in the Contractor’s delivery of services.
Adjustments to Consideration. The Consideration payable to a MAG Shareholder pursuant to Section 3.1(d) shall be adjusted to reflect fully the effect of any stock split, reverse split, dividend (including any dividend or distribution of securities convertible into MAG Shares, but excluding any MAG Quarterly Dividend), consolidation, reorganization, recapitalization or other like change with respect to MAG Shares effected in accordance with the terms of the Arrangement Agreement occurring after the date of the Arrangement Agreement and prior to the Effective Time.
Adjustments to Consideration. Any and all indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Consideration for tax purposes, unless otherwise required by applicable law.
Adjustments to Consideration. The consideration payable by Purchaser or Four Seasons with respect to each Limited Voting Share transferred pursuant to Sections 3.1(b), 3.1(g), 3.1(h) or 3.1(j), each Four Seasons Option transferred pursuant to Section 3.1(d) and each Variable Multiple Voting Share transferred pursuant to Section 3.1(l), shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Limited Voting Shares or Variable Multiple Voting Shares other than stock dividends paid in lieu of ordinary course dividends), consolidation, reorganization, recapitalization or other like change with respect to Limited Voting Shares or Variable Multiple Voting Shares occurring after the date of the Acquisition Agreement and prior to the Effective Time.
Adjustments to Consideration. 7.3.1 Target Group Companies’ Cash Balances:
(i) in respect of each Seller, if the Target Group Companies’ Cash Balances are less than the Estimated Target Group Companies’ Cash Balances, that Seller shall repay to the Purchaser an amount equal to the deficiency; or
(ii) in respect of each Seller, if the Target Group Companies’ Cash Balances are greater than the Estimated Target Group Companies’ Cash Balances, the Purchaser shall pay to that Seller an additional amount equal to the excess.
Adjustments to Consideration. Amounts paid for indemnification under Article XI will be deemed to be an adjustment to the Company Consideration or Merger Consideration, as applicable, except as otherwise required by applicable Legal Requirements.
Adjustments to Consideration. (a) For the purposes of this Section 3.3 and all adjustments made in accordance with this Section 3.3, it is assumed that all BPY Unitholders who exercise Dissent Rights in accordance with Section 4.1 are ultimately not entitled to be paid the fair value for their BPY Units and, instead, are deemed to have elected to receive the Default Consideration. All adjustments made in accordance with this Section 3.3 will be done across all Acquired Units as a single class.
(b) Notwithstanding Section 3.2 or any other provision herein (but making the assumption set forth in Section 3.3(a)), (i) the amount of cash, in the aggregate, to be paid to the Public Holders pursuant to Section 3.1 shall be equal to the Total Public Cash Consideration; (ii) the number of BAM Shares to be delivered to the Public Holders (other than holders of unvested Restricted BPY Units and Restricted Canadian BPY Units) pursuant to Section 3.1 shall be equal to the Total Public BAM Share Consideration; and (iii) the maximum number of New Preferred Units, in the aggregate, to be delivered to the Public Holders pursuant to Section 3.1 shall be equal to the Maximum Public New Preferred Unit Consideration.
(c) In the event that:
(i) the aggregate amount of cash that would, but for Section 3.3(b), be paid to Public Holders in accordance with the elections or deemed elections of such holders pursuant to Section 3.2 (the “Total Public Elected Cash Consideration”) exceeds the Total Public Cash Consideration, then:
(A) the aggregate amount of cash to be paid to each Public Holder shall be determined by multiplying the aggregate amount of cash that would, but for Section 3.3(b), be paid to such holder by the Cash Pro-Ration Factor; and
(B) such Public Holder shall receive and shall, for the purposes of Section 3.1 only, be deemed to have elected to receive the Undersubscribed Consideration for the remainder of its Acquired Units and, if there is more than one type of consideration that is Undersubscribed Consideration, in accordance with Section 3.3(c)(iv);
(ii) the aggregate number of BAM Shares that would, but for Section 3.3(b), be delivered to Public Holders (other than holders of unvested Restricted BPY Units and Restricted Canadian BPY Units) in accordance with the elections or deemed elections of such holders pursuant to Section 3.2 (the “Total Elected Public BAM Share Consideration”) exceeds the Total Public BAM Share Consideration, then:
(A) the aggregate number of BAM Shares to be delivered ...