Differential Adjustments Sample Clauses

Differential Adjustments. (a) Pursuant to the procedures set forth in Schedule K hereto, Xxxx shall determine for each month during the term hereof whether any adjustment to the Crude Differential is required. Promptly after Xxxx has completed such calculation, it shall advise the Company in writing as to whether any Crude Differential adjustment is appropriate and if so the amount of such Crude Differential adjustments. Any such adjusted Crude Differential shall become applicable commencing with the month immediately following the month with respect to which such determination was made.
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Differential Adjustments. Promptly following the twenty-fifth (25th) of each month (a “Scheduled Differential Adjustment Review Date”) and, if Macquarie (in its sole and absolute discretion) considers (after taking into account the then prevailing market conditions) that a further review is required prior to the immediately succeeding Scheduled Differential Adjustment Review Date, on such other date as Macquarie may select for these purposes (an “Optional Differential Adjustment Review Date”), Macquarie shall review the data for such month and the immediately succeeding Delivery Month and determine in consultation with the Company, and in good faith and in a commercially reasonable manner, whether, based on such data, an adjustment to any of the Permitted Feedstock or Renewable Product Differentials is appropriate so as to more closely approximate applicable market differentials for Permitted Feedstock or Renewable Product during that month and shall communicate such determinations to the Company; provided that, if Macquarie or the Company determines in its reasonable judgment that the data for such months does not provide a representative basis for such determination (due to anomalies, distortions or other factors identified by Macquarie), such Party shall propose an adjustment to the applicable Permitted Feedstock or Renewable Product Differentials. In the event that the Parties mutually agree to the proposed adjustments to the applicable Permitted Feedstock or Renewable Product Differentials, such adjustments shall become effective (x) in respect of a Scheduled Differential Adjustment Review Date, commencing with the month immediately following the month in which such Scheduled Differential Adjustment Review Date occurred; and (y) in respect of an Optional Differential Adjustment Review Date, on the Business Day immediately following the date on which the Parties mutually agree to the proposed adjustments to the applicable Permitted Feedstock or Renewable Product Differentials (in each case, in accordance with this Section 8.4). In the event that no such mutual agreement is made, the relevant Permitted Feedstock or Renewable Product Differentials set forth on Schedule H will continue to apply, except in respect of the Differential for Soybean Oil, which shall instead be equal to the average of, in respect of each of the five trading days preceding the Scheduled Differential Adjustment Review Date or the Optional Differential Adjustment Review Date, as the case may be, the Jxxxxx...
Sample 1
Differential Adjustments. Promptly following each Differential Adjustment Month, Macquarie shall review the data for such Differential Adjustment Month and calculate whether, based on such data, an adjustment to any of the Crude Oil or Product Differentials is appropriate; provided that, if Macquarie or Fuels or LW determines in its reasonable judgment that the data for such Differential Adjustment Month do not provide a representative basis for such determination (due to anomalies, distortions or other factors identified by Macquarie), such Party shall propose an adjusted Crude Oil or Product Differentials. In the event the Parties mutually agree to the proposed adjusted Crude Oil or Product Differentials, the same shall become applicable commencing with the month immediately following such Differential Adjustment Month; provided, however, that in the event no such mutual agreement is made, the Crude Oil or Product Differentials set forth on Schedule B shall be adjusted in accordance with the methodology outlined on Schedule B. The Crude Oil or Product Differentials shall be updated as set forth on Schedule B on the first (1st) Business Day of the Differential Adjustment Month, unless otherwise mutually agreed to by the Parties.
Sample 1
Differential Adjustments. Promptly following each Differential Adjustment Month, Macquarie shall review the data for such Differential Adjustment Month and calculate whether, based on such data, an adjustment to any of the Permitted Feedstock or Renewable Product Differentials is appropriate; provided that, if Macquarie or the Company determines in its reasonable judgment that the data for such Differential Adjustment Month do not provide a representative basis for such determination (due to anomalies, distortions or other factors identified by Macquarie), such Party shall propose an adjusted Permitted Feedstock or Renewable Product Differentials. In the event the Parties mutually agree to the proposed adjusted Permitted Feedstock or Renewable Product Differentials, the same shall become applicable commencing with the month immediately following such Differential Adjustment Month; provided, however, that in the event no such mutual agreement is made, the Permitted Feedstock or Renewable Product Differentials set forth on Schedule B will continue to apply. The Permitted Feedstock or Renewable Product Differentials shall be updated as set forth on Schedule B on the first (1st) Business Day of the Differential Adjustment Month, unless otherwise mutually agreed to by the Parties. 7.5 [Reserved] 7.6 [Reserved] 7.7 Monthly Cover Costs. (a)
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Differential Adjustments 
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Related to Differential Adjustments

  • 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.

  • Proportional Adjustment In the event the Corporation shall at any time after the issuance of any share or shares of Series A Participating Preferred Stock (i) declare any dividend on Common Stock of the Corporation ("COMMON STOCK") payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Corporation shall simultaneously effect a proportional adjustment to the number of outstanding shares of Series A Participating Preferred Stock.

  • Capital Adjustments (a) The existence of the Option shall not affect in any way the right or power of the Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Corporation's capital structure or the Corporation’s business, or any merger or consolidation of the Corporation or any issue of bonds, debentures, preferred stock having a preference to or affecting the Corporation’s capital stock or the rights thereof, or the issuance of any securities convertible into any such capital stock or of any rights, options, or warrants to purchase any such capital stock, or the dissolution or liquidation of the Corporation, any sale or transfer of all or any part of the Corporation’s assets or business, or any other act or proceeding of the Corporation, whether of a similar character or otherwise.

  • Final Adjustment As soon as practicable, the Company will prepare and deliver to Centerprise a final calculation of Net Working Capital revised to reflect all collections of AR up to the date 180 days from the Closing Date. Centerprise will review such calculation and any records, work papers and other documents related thereto. Within 10 days of receipt of such calculation, Centerprise will deliver to the Member Representative a written report indicating the amount and nature of any adjustment to the Basic Purchase Consideration determined in accordance with Section 2.2.1 (the "Final Adjustment").

  • Rental Adjustments 6.1 The Basic Annual Rent then in effect (and as previously increased pursuant to this Section 6.1) shall be increased each year by three percent (3%) on each annual anniversary of the Term Commencement Date for so long as this Lease continues in effect.

  • 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:

  • 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.

  • Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Company 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 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 Unit Holder in complete liquidation of such Unit Holder’s interest in the Company, the amount of such adjustment to 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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event 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.

  • Base Price Adjustments The base aircraft price (pursuant to Article 3 of the Agreement) of the Option Aircraft will be adjusted to Boeing's and the engine manufacturer's then-current prices as of the date of execution of the Option Aircraft Supplemental Agreement.

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