Base Price Adjustment Sample Clauses

Base Price Adjustment. The Purchase Price for the Option Assets shall be calculated as follows: The Base Price shall be increased or decreased effective on each anniversary of the Commencement Date of the Gold Ranch Casino Lease (Adjustment Date) preceding the date of exercise of the option, by an amount equal to the increase or decrease in the Index for the calendar year last concluded prior to the applicable Adjustment Date, PROVIDED, HOWEVER, that no annual increase or decrease shall exceed 5% regardless of the actual increase or decrease in the Index. The product of that calculation shall be the Base Price for the next Adjustment Date. In the event that any of the Option Assets, or any portion of any of them, are taken by condemnation, or destroyed or damaged and not repaired or replaced (whether or not such failure constitutes a breach of any of the Integrated Agreements) the base price at the Adjustment Date next preceding the condemnation, damage or destruction, shall be reduced by (i) the amount of the condemnation award, or (ii) the insurance proceeds, received by PGE or Target, or their Affiliates, as the case may be, and not paid over to Last Chance. The product of that calculation shall be the Base Price for the next Adjustment Date.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Base Price Adjustment. The Seller shall have prepared and delivered to the Purchasers, in accordance with Section 3.2 of this Agreement, the Closing Balance Sheet of each Mobile SPE, the Closing Income Statement, and the Calculation Statement - Closing Price.
Sample 1Sample 2
Base Price Adjustment. 5.1 Each Base Price shall be increased with effect from the date falling one year from the Closing Date and annually thereafter (each, a “Review Date”) in accordance with the following formula:
Sample 1
Base Price Adjustment. 9 2.4. TAX GROSS-UP.....................................................12 2.5.
Sample 1
Base Price Adjustment. Any adjustment of the Base Price pursuant to Section 7.6(b)(iii) which is necessary to reflect a final determination of Repair Costs after the Closing shall be made as follows: (a) an adjustment in favor of Purchaser shall be paid in cash by Seller; and (b) an adjustment in favor of Seller shall be paid in cash to the extent the Base Price had been reduced pursuant to this Section 7.6. Any such reduction, refund or payment shall be made within ten (10) Business Days after such final determination.
Sample 1
Base Price Adjustment. Effective as of the first day of the third contract year, and biennially as of the first day of each second contract year thereafter (i.e., once every two years), the base prices for delivered logs as described in paragraph 4.1 shall be reset to equal the fair market value. The parties shall meet three (3) months prior to the effective date and attempt to agree upon such values. If no agreement is reached by a date which is sixty (60) days prior to the adjustment date, then either party may initiate arbitration according to the arbitration procedures set forth on Exhibit D attached hereto, and the decision in such arbitration shall be final and binding upon the parties.
Sample 1
Base Price Adjustment. If the shipment of higher content iron ore fails to meet any of the chemical or size specifications provided in Section 3, as finally determined in accordance with the provisions of this Section 6, the Base Price set forth in Section 5.1 shall be increased or reduced
Sample 1
AutoNDA by SimpleDocs
Base Price Adjustment. The Base Purchase Price shall be subject to adjustment as follows:
Sample 1

Related to Base Price Adjustment

  • Purchase Price Adjustment (a) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

  • Price Adjustment Civil works contracts of long duration (more than 18 months) shall contain an appropriate price adjustment clause.

  • Price Adjustments 17.1 Prices for Goods/Services supplied in terms of this Agreement shall be subject to review as indicated in the Schedule of Requirements/Works Order annexed hereto. 17.2 No less than 2 [two] months prior to any proposed Price adjustment, the Parties shall commence negotiations for Prices for the next period or as otherwise indicated in Schedule 1 hereto. The Parties shall have regard for market-related pricing of equivalent goods, continuous improvement initiatives, costs [including labour, raw materials and transport/delivery], order size and frequency and changes to the specification of the Goods/Services. 17.3 Pursuant to clause 17.2 above, the Supplier/Service Provider shall keep full and accurate records of all costs associated with the supply of the Goods/Services to Transnet, in a form to be approved in writing by Transnet. The Supplier/Service Provider shall produce such records to Transnet for inspection at all reasonable times on request and such records may, at Transnet's option, be audited by Transnet or its designated representatives. 17.4 Should Transnet and the Supplier/Service Provider fail to reach an agreement on Price for the successive period, either Party shall be entitled to submit this matter to dispute resolution in accordance with clause 32 of the Master Agreement [Dispute Resolution]. 17.5 If during the period of this Agreement Transnet can purchase similar Goods/Services of a like quality from another supplier at a total delivered cost to a Transnet facility that is lower than the total delivered cost of the Goods/Services purchased hereunder from the Supplier/Service Provider, Transnet may notify the Supplier/Service Provider of such total delivered cost and the Supplier/Service Provider shall have an opportunity to adjust the Price of the Goods/Services purchased hereunder, on such a basis as to result in the same total delivered cost to Transnet, within 30 [thirty] calendar days of such notice. If the Supplier/Service Provider fails to do so or cannot legally do so, Transnet may (i) purchase the Goods/Services from such other supplier in which case the obligations, including, but not limited to, any purchase and sale requirements and/or commitments, if any, of Transnet and the Supplier/Service Provider hereunder shall be reduced accordingly; (ii) terminate this Agreement without any penalty, liability or further obligation; or (iii) continue purchases under this Agreement. 17.6 If during the period of this Agreement the Supplier/Service Provider sells any materials which are the same as, equivalent to, or substantially similar to the Goods/Services herein, at a total delivered cost to a third party lower than the total delivered cost to a Transnet facility, then the Supplier/Service Provider has an opportunity to adjust its Price for the Goods/Services purchased hereunder within 30 [thirty] calendar days so that the Price is the same or lower than the total delivered cost of such third party. If the Supplier/Service Provider fails to do so or cannot legally do so, Transnet may (i) purchase the Goods/Services from any other such supplier, in which case the obligations, including, but not limited to, any purchase and sale requirements and/or commitments, if any, of Transnet and the Supplier/Service Provider hereunder shall be reduced accordingly; or

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!