Costs Adjustment Sample Clauses

Costs Adjustment. If, during the term of this Agreement, the Contractor provides any equipment, Software, maintenance, training or documentation to any other of its customers at prices less than those specified in this Agreement or the Proposal, the City shall receive the benefit of those lower prices for any equipment, Software, maintenance, training or documentation received subsequently, and the costs for services and equipment specified in the Proposal or this Agreement shall be reduced accordingly. Contractors must request price adjustments, in writing, 30 calendar days prior to the renewal or termination date of the Agreement. If a Contractor fails to request a price adjustment, no price adjustment request will be permitted until 30 calendar days prior to the next or following renewal or termination date of the Agreement. No retroactive Agreement price adjustments will be allowed. The Contractor shall provide the City CIO clear and convincing evidence, satisfactory to the City, that all of the following conditions exist: 1) The increase is the result of increased costs outside the Contractor’s control and not cost under the Contractor’s control, and that; 2) The increase will not produce a higher profit margin for the Contractor than that on the original Agreement. Price adjustments will be made in accordance with the percentage change in the U.S. Department of Labor Consumer Price Index (CPI-U) for All Urban Consumers, All Items, and Midwest region as defined by the Federal Government. The price adjustment rate will be determined by comparing the percentage difference between the CPI in effect for the base year six month average of JULY THROUGH DECEMBER 2023; and each January through June OR July through December six month average thereafter. The percentage difference between those two CPI issues will be the price adjustment rate.
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Costs Adjustment. If during the term of this Agreement, the CONTRACTOR provides any equipment, operating software, licensed software, maintenance, training or documentation to any other of its customers at prices less than those specified in this Agreement or the Proposal, DLEC shall receive the benefit of those lower prices for any equipment, operating software, licensed software, maintenance, training or documentation received subsequently, and the costs for services and equipment specified in the Proposal or this Agreement shall be reduced accordingly.
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Costs Adjustment. If during the term of this Agreement, the CONTRACTOR provides any equipment, operating software, licensed software, maintenance, training or documentation to any other of its customers at prices less than those specified in this Agreement or the Proposal, SECC shall receive the benefit of those lower prices for any equipment, operating software, licensed software, maintenance, training or documentation received subsequently, and the costs for services and equipment specified in the Proposal or this Agreement shall be reduced accordingly.
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Costs Adjustment. If, during the term of this Contract, the Contractor provides any hardware, software, maintenance, training or documentation to any other of its customers at prices less than those specified in this Contract or the Proposal, the City shall receive the benefit of those lower prices for any hardware, software, maintenance, training or documentation received subsequently, and the costs for services and equipment specified in the Proposal or this Contract shall be reduced accordingly.
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Costs Adjustment. If, during the term of this Agreement, VENDOR provides any equipment, operating software, licensed software, maintenance, training or documentation to any other of its customers at prices less than those specified in this Agreement or the Proposal, the CITY shall receive the benefit of those lower prices for any equipment, operating software, licensed software, maintenance, training or documentation received subsequently, and the costs for services and equipment specified in the Proposal or this Agreement shall be reduced accordingly.
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Costs Adjustment. Agreement prices for Software, and/or service will remain firm through end of the Agreement Term pursuant to Paragraph 8. Annual Recurring Services, including but not limited to hosting, support and maintenance services, shall be subject to a 3% annual increase beginning in year 2 of service for SeeClickFix and year 3 of service for CivicEngage. The Contractor shall provide the City CIO clear and convincing evidence, satisfactory to the City, that all of the following conditions exist: 1) The increase is the result of increased costs outside the Contractor’s control and not cost under the Contractor’s control, and that; 2) The increase will not produce a higher profit margin for the Contractor than that on the original Agreement.
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Costs Adjustment. If, during the term of this Agreement, the Contractor provides any Services to any other of its government customers at prices less than those specified in this Agreement or the Proposal so long as the total annual purchases of similar services by the City and its Users are equal or greater than the total annual purchases of similar services by such other government customer under such customer agreement, then the City will qualify to receive pricing as favorable as the net effective pricing (including applicable rebates or credits, if any, towards existing or future purchases) reflected in the other customer agreement for Service.
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Related to Costs Adjustment

  • Tax Adjustment Tenant shall pay as additional rent for each Calendar Year that amount (the "TAX ADJUSTMENT AMOUNT") which is Tenant's Proportionate Share of the amount by which the Taxes incurred with respect to such Calendar Year exceed the Tax Base Amount. The Tax Adjustment Amount with respect to each Calendar Year shall be paid in monthly installments, in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. Following the close of each Calendar Year, Landlord shall cause the amount of the Tax Adjustment Amount for such Calendar Year to be computed based on Taxes for such Calendar Year and Landlord shall deliver to Tenant a statement of such amount and Tenant shall pay any deficiency as shown by such statement to Landlord within 30 days after receipt of such statement. If the total of the estimated monthly installments paid by Tenant during any Calendar Year exceeds the actual Tax Adjustment Amount due from Tenant for such Calendar Year, then, at Landlord's option such excess shall be either credited against payments next due hereunder or refunded by Landlord, provided Tenant is not then in default hereunder. The amount of any refund of Taxes received by Landlord shall be credited against Taxes for the year in which such refund is received. In determining the amount of Taxes for any year, the amount of special assessments to be included shall be limited to the amount of the installment (plus any interest payable thereon) of such special assessment required to be paid during such year as if the Landlord had elected to have such special assessment paid over the maximum 4. period of time permitted by law; if the authority to whom such assessment is to be paid shall not permit such assessment to be paid in installments, the amount of such assessment shall be treated as being amortized over such number of calendar years, beginning with the Calendar Year in which the assessment is payable, as Landlord shall reasonably determine, with interest at the rate of 15% per annum on the unamortized amount, and such amortization and interest for each Calendar Year shall be included in Taxes for that Calendar Year.

  • CPI Adjustment If the CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.

  • CLOSING COSTS AND ADJUSTMENTS All adjustments are made as of settlement date.

  • Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of his interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Holders in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • Additional Adjustment If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 10 consecutive Scheduled Trading Day period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to the Transaction exceeds a weighted average rate equal to 25 basis points per annum, the Calculation Agent shall reduce the Forward Price to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to 25 basis points per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting, or Change In Law) shall be as specified below under the headings “Acceleration Events” and “Termination Settlement” in Paragraphs 7(f) and 7(g), respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable except to the extent expressly referenced in Paragraph 7(f)(iv) below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%.” Dividends: No adjustment shall be made if, on any day occurring after the Trade Date, Counterparty declares a distribution, issue or dividend to existing holders of the Shares of (i) any cash dividend (other than an Extraordinary Dividend) to the extent all cash dividends having an ex-dividend date during the period from and including any Forward Price Reduction Date (with the Trade Date being a Forward Price Reduction Date for purposes of this clause (i) only) to but excluding the next subsequent Forward Price Reduction Date differs from, on a per Share basis, the Forward Price Reduction Amount set forth opposite the first date of any such period on Schedule I, (ii) share capital or securities of another issuer acquired or owned (directly or indirectly) by Counterparty as a result of a spin-off or other similar transaction or (iii) any other type of securities (other than Shares), rights or warrants or other assets, for payment (cash or other consideration) at less than the prevailing market price as determined by Dealer. Non-Reliance: Applicable Agreements and Acknowledgments: Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable Hedging Party: Dealer Transfer: Notwithstanding anything to the contrary herein or in the Agreement, Dealer may assign, transfer and set over all rights, title and interest, powers, obligations, privileges and remedies of Dealer under the Transaction, in whole or in part, to (A) a wholly-owned subsidiary of Dealer, whose obligations hereunder are fully and unconditionally guaranteed by Dealer, or (B) any other wholly-owned direct or indirect subsidiary of Dealer with a long-term issuer rating equal to or better than the credit rating of Dealer at the time of transfer after obtaining Counterparty’s consent (which shall not be unreasonably withheld or delayed); provided that, (i) at the time of such assignment or transfer, Counterparty would not, as a result of such assignment or transfer, designation or delegation, reasonably be expected at any time (A) to be required to pay (including a payment in kind) to Dealer or such transferee or assignee or designee an amount in respect of an Indemnifiable Tax greater than the amount Counterparty would have been required to pay to Dealer in the absence of such assignment, transfer, designation or delegation, or (B) to receive a payment (including a payment in kind) after such assignment or transfer that is less than the amount Counterparty would have received if the payment were made immediately prior to such assignment or transfer, (ii) prior to such assignment or transfer, Dealer shall have caused the assignee, transferee, or designee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the transfer complies with the requirements of clause (i) in this Paragraph, and (iii) at all times, Dealer or any transferee or assignee or other recipient of rights, title and interest, powers, obligations, privileges and remedies shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, with respect to any payments or deliveries under the Agreement.