DEDUCTIONS AND ADJUSTMENTS Sample Clauses

DEDUCTIONS AND ADJUSTMENTS. The Earn-Out Payments shall be subject to the following deductions and adjustments: (i) In the event that the Development Costs incurred after the Closing and prior to the expiration of the Earn-Out Period exceed [***], then Buyer may offset such excess amount of Development Costs against any and all Earn-Out Payments that would otherwise become payable thereafter. (ii) If Buyer reasonably determines that it cannot develop or commercialize the Product without infringing, misappropriating or otherwise violating the Intellectual Property of any Third Party, then on a calendar quarter-by-calendar quarter basis, Buyer may offset up to [***] of any amounts due to any Third Party in consideration for a grant of rights to such Intellectual Property in such calendar quarter against any and all Earn-Out Payments otherwise due to Sellers in such calendar quarter; provided that the Earn-Out Payment due in any calendar quarter may not be reduced pursuant to this Section 2.3(c)(ii) by more than [***] of the amount otherwise due to Sellers in such calendar quarter, but Buyer may carry forward any such amounts that Buyer would otherwise be permitted to offset against Earn-Out Payments but for the foregoing [***] floor and apply such deductions against Earn-Out Payments due to Sellers in subsequent calendar quarters until fully offset. (iii) In the event Buyer grants a sublicense of its rights to the Product, cash payments associated with the grant of such a sublicense, including any closing payments and milestone payments, will be added to Net Sales in the calendar quarter in which such payments are received by Buyer; provided, however, that if Buyer enters into a sub-licensing agreement with [***], or with [***], Buyer will directly pay to Sellers Representative [***] of such cash payments when they are received and such amounts will not be counted as Net Sales.
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DEDUCTIONS AND ADJUSTMENTS. (a) The Board will make deductions from the salary of each employee in the bargaining unit for annual OJCSTA fees in nineteen (19) equal amounts, commencing September 15th of each school year. No deductions for annual OJCSTA fees will be taken from the twentieth (20) to the twenty-fourth (24) pay. (b) OJCSTA will notify the Board of the amount of such fees from time to time in writing and such fees will be altered in September and January with a minimum of thirty (30) days advance notice. (c) Such fees shall be forwarded to OJCSTA within thirty (30) days of each deduction. 11.02 Teachers will be informed in writing, stating reasons, of any general changes in the amount of their bi-monthly salary instalments. 11.03 All members of OJCSTA shall have the privilege of requesting the Board to make deductions in respect of such item and for such amounts as may be mutually agreed upon.
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DEDUCTIONS AND ADJUSTMENTS. 8.1 MIGA shall: (a) deduct from any compensation due under the Contract, the Guarantee Holder's share of any other compensation or benefit received or due to be received by or for the benefit of the Guarantee Holder, or the Project Enterprise, from any source, including the ratable portion of the Loss payable by any other insurer or guarantor, as a result of the Covered Risks which caused the Loss for which MIGA is liable to pay compensation; (b) only be liable to pay Guaranteed Reimbursement Amounts: (i) no sooner than each corresponding Scheduled Payment is originally scheduled to be due in accordance with the Payment Schedule, irrespective of whether Scheduled Payments on the Loan have been accelerated or any Loan Guarantee Payments have been made with respect to such accelerated amounts; and (ii) if the Guarantee Holder shall have complied with all terms and conditions of the Contract, including paying the Premium and Standby Option Fee, with respect to the corresponding Contract Period within which the Date of Loss falls; and (c) notwithstanding Subsection 8.1(b) above, have the option, in its sole discretion and at any time, to prepay the Guarantee Holder by paying: (i) the Percentage of Cover of the amount of outstanding principal of the Loan in respect of which the Guarantee Holder has made payment pursuant to the Loan Guarantee Agreement and which is guaranteed hereunder, plus (ii) the Percentage of Cover of all corresponding accrued and unpaid Scheduled Payments of interest which relate to the outstanding principal referred to in this Subsection 8.1(c)(i) that were due on Scheduled Payment Due Dates occurring on or prior to the date of such prepayment by MIGA, but in no event exceeding the Amount of Guarantee. Any such prepayment shall be conditional upon the simultaneous payment by the Guarantee Holder to MIGA of the amount of Premium payable over the corresponding balance of the Guarantee Period, calculated based on the Payment Schedule (assuming that Scheduled Payments are paid when due and, with respect to variable rate interest, there is no change in interest rates). 8.2 Amounts of compensation determined to be payable by MIGA for any Loss: (a) shall in no event exceed the Amount of Guarantee during the relevant Contract Period; (b) shall be reduced, before application of any other reduction or adjustment, by any Deductible amount that may be specified under Clause 15 of the Special Conditions; (c) shall not include interest accruing at a pe...
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DEDUCTIONS AND ADJUSTMENTS. (a) OTTAS will make deductions from the salary of each employee included in the bargaining unit for OTTAST fees, in ten (10) equal amounts, beginning with the second salary instalment. OTTAST will notify OTTAS of the amount of such fees, from time to time, in writing, and such fees will be altered in September and January, with a minimum of thirty (30) days advance notice. (b) Such fees shall be forwarded to OTTAST within thirty (30) days of each deduction. 11.02 Teachers will be informed, in writing, stating reasons, of any general changes in the amount of their monthly salary instalments. 11.03 All members of OTTAST shall have the privilege of requesting OTTAS to make deductions in respect of such item and for such amounts as may be mutually agreed upon by members of XXXXXX and XXXXX. 11.04 This Article 11 shall not apply to occasional teachers. 11.05 A statement of earnings, adjustments and deductions shall accompany each cheque.
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DEDUCTIONS AND ADJUSTMENTS. 8.1 MIGA shall deduct from any compensation due under the Contract the Guarantee Holder’s Share of any other compensation or benefit received or due to be received by or for the benefit of the Guarantee Holder, or the Project Enterprise, from any source, including the ratable portion of the Loss payable by any other insurer or guarantor, as a result of the Covered Risks which caused the Loss for which MIGA is liable to pay compensation. 8.2 Amounts of compensation determined to be payable by MIGA for any Loss shall: (a) in no event exceed the Amount of Guarantee during the relevant Contract Period; (b) be reduced, before application of any other reduction or adjustment, by any Deductible amount that may be specified under Clause 15 of the Special Conditions; and (c) be in Guarantee Currency calculated by converting the Local Currency value of all assets and liabilities into Guarantee Currency at the Reference Rate of Exchange prevailing on the day immediately preceding the Date of Loss in cases where the audited financial statements used to calculate the Net Book Value of the Project Enterprise, or the Book Value of the tangible assets, have been prepared in Local Currency. 8.3 Subject to Section 8.2 above, in application of the condition of average, if the Guarantee Holder’s Share of the Net Book Value of the Project Enterprise, or, as applicable, the Book Value of tangible assets guaranteed hereunder, shall at the time of the Loss be of greater value than the Amount of Guarantee for the applicable Contract Period, the Guarantee Holder shall only be entitled to recover such compensation hereunder for such proportion of any Loss as the Amount of Guarantee bears to the Guarantee Holder’s Share of the Net Book Value of the Project Enterprise or the Book Value of such tangible assets.
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DEDUCTIONS AND ADJUSTMENTS. (a) Hillel Academy will make deductions from the salary of each employee in the bargaining unit for annual HATA fees in nineteen (19) equal amounts, commencing September 15th of each school year. No deductions for annual HATA fees will be taken from the twentieth (20) to the twenty-fourth (24) pay. (b) HATA will notify Hillel Academy of the amount of such fees from time to time in writing and such fees will be altered in September and January with a minimum of thirty (30) days advance notice. (c) Such fees shall be forwarded to HATA within thirty (30) days of each deduction. 11.02 Teachers will be informed in writing, stating reasons, of any general changes in the amount of their bi-monthly salary instalments. 11.03 All members of HATA shall have the privilege of requesting Hillel Academy to make deductions in respect of such item and for such amounts as may be mutually agreed upon.
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Related to DEDUCTIONS AND ADJUSTMENTS

  • Prorations and Adjustments (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final xxxxxxxx for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

  • Distributions and Adjustments (a) If any Shares vest subsequent to any change in the number or character of the Common Stock of the Company through any stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares of Common Stock or other securities of the Company or other similar corporate transaction or event such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, then the Committee shall, in such manner as it may deem equitable, in its sole discretion, adjust any or all of the number and type of such Shares. (b) Any additional shares of Common Stock of the Company, any other securities of the Company and any other property distributed with respect to the Shares prior to the date or dates the Shares vest shall be subject to the same restrictions, terms and conditions as the Shares to which they relate and shall be promptly deposited with the Secretary of the Company or a custodian designated by the Secretary.

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

  • Returns and Adjustments Merchants and others who honor the Card may give credit for returns or adjustments, and they will do so by submitting a credit slip which will be posted to your account. If your credits and payments exceed what you owe us, the amount will be applied against future purchases and cash advances. If the credit balance amount is $1 or more, it will be refunded upon your written or verbal request.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Deductions and Withholdings All amounts payable or which become payable hereunder shall be subject to all deductions and withholding required by law.

  • Additional Adjustments In the event that there is any change in the outstanding Shares for which an adjustment is not provided by Sections 6.1. or 6.2. of this Agreement, and the Options are then unexercised, the Committee may, in its sole discretion, require an adjustment in the number or kind of Shares or securities subject to the Options and the Option Price and such adjustment shall be binding and effective for all purposes hereof.

  • Annual Adjustments Base Rent shall be increased on each annual anniversary of the first day of the first full month during the Term of this Lease (each an “Adjustment Date”) by multiplying the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated.

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