Earn Out Adjustments Sample Clauses

Earn Out Adjustments. As a component of the Purchase Price, the Purchaser shall also pay the Sellers the following amounts, in each case if applicable:
Sample 1
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Earn Out Adjustments. The Purchase Price shall be increased or -------------------- decreased by the following adjustments described in subsections a-g below (the "Earn-Out Adjustments"). a. The parties have estimated that EME service $400,000, and (ii) 1.75 times the difference agreements set forth under the heading "Class A between $309,000 and the Projected Revenue (as Contracts" on Schedule 1.3 (the ------------ "Class A defined below) from those of the Class A Contracts Contracts"), generate $309,000 of revenue to EME which are renewed. As used in the foregoing annually. The Purchase Price will be increased by sentence "Projected Revenue" shall mean, with an amount equal to the sum of (i) respect to any Class A Contract that is renewed, the product of (A) the estimated annualized number of procedures for such Class A Contract, as set forth on Schedule 1.3 hereto ------------ opposite such Class A Contract, multiplied by (B) the per-procedure amount payable to EME under such renewed Class A Contract. A Class A Contract shall be deemed to be "renewed" if either (A) it is formally renewed or extended or a new contract is entered into by the parties thereto after the Closing Date but prior to the applicable date for such contract as set forth in (I) or (II) of clause (B) of this sentence, or (B) EME continues to provide lithotripsy services thereunder at any time (I) after January 31, 1998, with respect to the "Antelope Valley" and "General Hospital" Class A Contracts or (II) after April 15, 1998, with respect to the "Centinela Hospital" and "Ridgecrest Hospital" Class A Contracts. If the foregoing calculation yields a positive number, such amount will be paid to Sellers in cash on April 30, 1998, to be allocated among them ratably in accordance with their Ownership Percentages. If the calculation yields zero or a negative number, then no additional amount will be due Sellers under this subsection a. The following example (which is purely for purposes of illustration) reflects the foregoing methodology: Estimated Annual Revenue - Class A Contracts................... $309,000 Projected Revenue - Class A Contracts Renewed................... $245,000 --------- Shortfall (deficiency of Projected from Estimated) ($64,000) Multiplied by 1.75..................... x 1.75 --------- ($112,000) Add $400,000........................... $400,000 --------- Earn-Out Adjustment - Payable ratably to Sellers 4/30/98....................... $288,000 ========= b. The parties have estimated that EME...
Sample 1
Earn Out Adjustments. (1) In the event of the sale of 50% or more of the outstanding securities of the Corporation or its successor or the Purchaser, or the sale, lease, license, exchange or other disposition of all or a significant portion of the assets of the Corporation or its successor including the Software Products or any part thereof outside the ordinary course of business as conducted by the Corporation or its successor from time to time or a transaction relating to the co-development or co-marketing of products of or for the Corporation or its successor pursuant to a partnership, joint venture, strategic alliance or otherwise (a "JOINT VENTURE"), and excluding any transaction involving only a wholly-owned Affiliate of the Purchaser, an amount determined in accordance with the following shall be deemed to constitute Software Revenue in the period in which such transaction is closed: (i) if such transaction is other than a Joint Venture and is closed in the period from the Closing Date and terminating on September 30, 1999, the net present value, calculated using a discount rate equal to the Prime Rate as at the date of closing of such transaction, of the total consideration to Parentco on a consolidated basis from such transaction as recognized by Parentco on a consolidated basis in accordance with US GAAP; (ii) if such transaction is other than a Joint Venture and is closed in the period from October 1, 1999 and terminating on June 30, 2000, an amount equal to the product of: (A) the net present value, calculated using a discount rate equal to the Prime Rate as at the date of closing of such transaction of the total consideration to Parentco on a consolidated basis from such transaction as recognized by Parentco on a consolidated basis in accordance with US GAAP (B) a fraction, the numerator of which is the number of days from the date of closing of such transaction to June 30, 2000 and the denominator of which is 273, and (iii) if such transaction is a Joint Venture, the net present value, calculated using a discount rate equal to the Prime Rate as at the date of closing of such transaction, of the consideration received by the Corporation or its successor from the other parties to the Joint Venture in respect of Software Products licensed or otherwise provided to such parties to the extent such consideration does not constitute Software Revenue. (2) In the event that a Person, in the period from the date of this Agreement to June 30, 2000 acquires, individually or ac...
Sample 1
Earn Out Adjustments 
Sample 1

Related to Earn Out Adjustments

  • 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:

  • Cost Adjustments Both parties agree that contracted prices shall be fixed for the first 12 months of this Contract. Contractor must submit to District any proposed cost adjustments at least 60 days before the proposed effective date of such increases with a detailed explanation for each adjustment. District alone reserves the right to reject any changes to this Contract it deems unacceptable.

  • 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.

  • Royalty Adjustments The following adjustments shall be made, on a Licensed Product-by-Licensed Product and country-by-country basis, to the royalties payable pursuant to this Section 5.5:

  • Year-End Adjustment 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 amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

  • 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.

  • 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

  • CPI Adjustment At the end of the first Lease year (as hereinafter defined) and every Lease year thereafter (including any renewal periods) the Base Rental provided for in Paragraph 3 above shall be adjusted by adding to Base Rental the "Add-on Factor". The one (1) year periods are each hereinafter referred to as an "Adjustment Period". As used herein, the "Add- on Factor" shall mean the "Add-on Sum" minus "Net Base Rental"; "Add-on Sum" shall mean a sum determined by multiplying the "Net Base Rental" by the "Adjustment Factor"; "Net Base Rental" shall mean the Base Rental described above minus Initial Basic Cost, and "Adjustment Factor" shall mean a fraction, the numerator of which is the "CPI" published immediately preceding the applicable anniversary date and the denominator of which is the "CPI" published immediately preceding the commencement date of the term of this Lease. "CPI" shall mean the United States Average (1982-84 '" 100), as published bi-monthly (or if the same shall no longer be published bi-monthly, on the most frequent basis available) by the Bureau of Labor Statistics, U.S. Department of Labor (but if such is subject to adjustment later, the later adjusted index shall be used). The Adjusted Rental shall be the new Base Rental of the Premises effective as of the first day of the applicable Adjustment Period. Notwithstanding the foregoing calculation, the yearly percentage rent adjustment pursuant to this Paragraph 9 shall in no event be less than FIVE percent (5%) per year. Tenant shall continue payment of the Base Rental in effect for the expiring Adjustment Period until notified by Landlord of any increase in such Base Rental. Such notification shall include a memorandum showing the calculations used by Landlord in determining the new Base Rental. On the first day of the calendar month immediately succeeding receipt of such notice, Tenant shall commence payment of the new Base Rental spedfied in the notice, and shall also pay to Landlord with respect to the month(s) already expired, the excess of the required monthly rentals spedfied in the notice over the monthly amounts actually paid by Tenant.

  • 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.

  • Audit Adjustment If any audit of the records, books or accounts relating to the Properties discloses an overpayment or underpayment of Management Fees, Owner or Manager shall promptly pay to the other party the amount of such overpayment or underpayment, as the case may be. If such audit discloses an overpayment of Management Fees for any fiscal year of more than the correct Management Fees for such fiscal year, Manager shall bear the cost of such audit.

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