Deferred Revenue Adjustment Sample Clauses

Deferred Revenue Adjustment. In the event that (i) Estimated Closing Date Deferred Revenue exceeds Closing Date Deferred Revenue, then the Purchase Price shall be increased by an amount equal to such excess, provided that in no event shall any adjustment pursuant to this Section 2.5(d) exceed the amount by which the Purchase Price was decreased pursuant to Section 2.3(a)(iv), and (ii) Closing Date Deferred Revenue exceeds Estimated Closing Date Deferred Revenue, then the Purchase Price shall be decreased by an amount equal to such excess.
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Deferred Revenue Adjustment. (a) Not less than two days prior to the Closing, GHX LLC shall deliver to the Buyer (a) a certificate (the “Deferred Revenue Certificate”) of its chief executive officer, chief financial officer or chief accounting officer setting forth with respect to each Assigned Contract to which any portion of the Deferred Revenue Amount relates such portion or portions of the Deferred Revenue Amount attributable to such Assigned Contract, as well as the delivery or deliveries associated therewith; (b) a reasonably detailed description of how Sellers calculated such Deferred Revenue Amount; and (c) a statement of the portion of the Deferred Revenue Amount for which the Sellers have received payment from the applicable customer (the “Paid Deferred Revenue Amount”) and the portion of the Deferred Revenue Amount for which the Sellers have not yet received payment from the applicable customer (the “Billed Deferred Revenue Amount”). To the extent Buyer reasonably requests, Sellers shall provide Buyer with copies of its books and records as they relate to the Sellers’ calculation of the Deferred Revenue Amount under this Section 1.4. (b) The Paid Deferred Revenue Amount shall be deducted from the Purchase Price at the Closing. (c) Upon receipt of payments from customers for any amounts comprising the Billed Deferred Revenue Amount, the Sellers shall promptly pay to the Buyer the amounts so received.
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Deferred Revenue Adjustment. The Parties will agree in writing as to the amount of deferred revenues as of the TakeOver Date and the Purchase Termination Date. If deferred revenues on the Take-Over Date are less than on the Purchase Termination Date (as calculated in the same manner as of the Take-Over Date), then Aquis will pay the difference to SourceOne, subject to Aquis's right to setoff this obligation against any SourceOne obligation owed to Aquis.
Sample 1
Deferred Revenue Adjustment. Without duplication of the Net Book Value Adjustment, if the Net Book Value of Deferred Revenue set forth on the Closing Date Balance Sheet is less than the Net Book Value of Deferred Revenue set forth on the June 30 Balance Sheet, the Purchase Price will be reduced $2.50 for each dollar of the shortfall (the "DEFERRED REVENUE ADJUSTMENT").
Sample 1
Deferred Revenue Adjustment. Notwithstanding anything to the contrary herein, the parties hereto acknowledge the agreement in the Letter of Intent, dated April 20, 2023, between the Buyer and Seller, that the amount of Consideration shall be reduced by the amount the Company’s total deferred revenue exceeds $3,733,675.00 (“Deferred Revenue Reduction”). If, in its preparation of the Closing NWC Statement, Bxxxx discovers that any amount of the Deferred Revenue Reduction was not accounted for at Closing, Buyer may include such amounts in the Closing NWC Statement to either reduce what it owes Seller under the Post-Closing Adjustment or add to what Seller owes to Buyer under the Post-Closing Adjustment; provided, however, that this portion will not be subject to the Post-Closing Adjustment Cap.
Sample 1

Related to Deferred Revenue Adjustment

  • Performance Adjustment One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

  • 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:

  • Fee Adjustment Fees as provided in this Agreement to be charged to residents of Joplin and the City pursuant to this Agreement may be adjusted based upon the AARC's change in costs subsequent to the previous adjustment. Any individual fee increases will be adjusted only to the extent of an increase in the Consumer Price Index (St. Louis -All Urban Consumers), utilizing the December 12 month period index from the previous year. If a fee increase request is in excess of the Consumer Price Index the city may request to review data on actual costs of each service if needed to document cost increases. In the event an adjustment to documented cost is warranted, AARC shall provide written notice thereof with supporting documentation, by no later than May 1 of each year. All increases shall be subject to annual appropriation by the Joplin City Council. City shall have thirty (30) days to review and request additional supporting documentation. In the event the parties are unable to agree to the cost adjustment, either party shall be entitled to terminate this Agreement as provided herein.

  • 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.

  • Payment Adjustments The Monthly Capitation Payments shall be adjusted for a period not to exceed twenty-four (24) months prior to the Monthly Capitation Payment to reflect corrections to the Enrollee Listing Report. Payments will be adjusted to reflect the automatic enrollment of eligible newborn infants. At such time that Kentucky HEALTH is live, a delivery payment will be paid on the eighth (8th) day of the month for the previous month’s claims. Claims for payment adjustments shall be deemed to have been waived by the Contractor if a payment request is not submitted in writing within twelve (12) months following the month for which an adjustment is requested. Waiver of a claim for payment shall not release the Contractor of its obligations to provide Covered Services pursuant to the Contract. In the event that an Enrollee is eligible and enrolled, but does not appear on the Enrollee Listing Report, the Contractor may submit a payment adjustment request. The Contractor shall submit the request in accordance with Appendix D “Reporting Requirements and Reporting Deliverables” for automated reporting requirements. In the event that an Enrollee is eligible and enrolled and the Contractor believes the Capitation Payment was in error due to underpayment, overpayment, or duplicate payment, the Contractor may submit a payment adjustment request. The Contractor shall submit the request in accordance with Appendix D “Reporting Requirements and Reporting Deliverables” for automated reporting requirements. In the event that an Enrollee does not appear on the Enrollee Listing Report, but the Department has paid the Contractor for an Enrollee, the Department may request and obtain a refund of, or it may recoup from subsequent payments, any payment previously made to the Contractor. In the event an Enrollee appears on the Enrollee Listing Report but is determined to be ineligible, the Department may request and obtain a refund of, or it may recoup from subsequent payments, any payment previously made to the Contractor. In such instances, for each Enrollee that is determined to be ineligible, the Contractor may recover payment from any Provider who rendered services to Enrollee during the period of ineligibility. The entity to which the Enrollee is retroactively added shall assume responsibility for payment of any services provided to Enrollees during the period of adjusted eligibility. For cases involving Enrollee ineligibility due to Fraud, Waste, and Abuse, the Department shall only recoup the Capitation amount and the Contractor shall establish procedures pursuant to Section

  • Fee Adjustments The fixed fees and other fees expressed as stated dollar amounts in this Schedule C and in this Agreement are subject to annual increases, commencing on the one-year anniversary date of the date of this Agreement, in an amount equal to the percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled “All Services Less Rent of Shelter,” or a similar index should such index no longer be published, since such one-year anniversary or since the date of the last fee increase, as applicable.

  • PREMIUM ADJUSTMENT If THE COMPANY overpays a reinsurance premium and THE REINSURER accepts the overpayment, THE REINSURER’s acceptance will not constitute or create a reinsurance liability or increase in any existing reinsurance liability. Instead, THE REINSURER will be liable to THE COMPANY for a credit in the amount of the overpayment. If a reinsured policy terminates, THE REINSURER will refund the excess reinsurance premium. This refund will be on a prorated basis without interest from the date of termination of the policy to the date to which a reinsurance premium has been paid.

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Annual Adjustment At the end of each Fiscal Year and following receipt by Manager of the annual accounting referred to in Article 10, an adjustment will be made to such annual account, if necessary and if available, so that the appropriate amount shall have been deposited in the Reserve.

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