Fixed Price Plans Sample Clauses

Fixed Price Plans. You will buy your electricity generation service from YEP, for the street address(es) specified in your Enrollment Authorization, beginning on the Effective Date through and until the expiration of your Initial Term. You will buy your electricity generation service from YEP, for the street address(es) specified in your Enrollment Authorization, after your Initial Term to the extent set forth in Section 5.1 and 5.2, which electricity after your Initial Term will be at a variable price that will no longer by fixed.
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Fixed Price Plans. THIS SECTION 5.1 IS ONLY APPLICABLE TO CUSTOMERS ON A FIXED PRICE PLAN. If enrolled in a fixed price plan, you agree to pay the price for Generation Supply Charges per kWh and the other charges as set forth in your Enrollment Authorization for the term you selected in your Enrollment Authorization. You are signing up for price protection during your Initial Term as stated on your Enrollment Authorization. AT YOUR INITIAL TERM’S END, IF YOU DO NOT RENEW OR IF YOU OTHERWISE DISCONTINUE SERVICE WITH YEP, YOUR PRICE AND PLAN WILL AUTOMATICALLY CONVERT TO A VARIABLE MONTHLY PRICE TO BE GOVERNED BY SECTION 5.2.
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Fixed Price Plans. You will pay a Fixed Price Generation/Supply Price equal to
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Fixed Price Plans. If you are on a fixed price plan then the monthly price that you pay for your mobile plan will not increase during the minimum term. Out of bundle charges will increase by 5% on 31 March each year. See xx.xx.xx/xxxxxx-xxxxxxxxx for details. Please note the cost of other services you take from us may increase or decrease while you are an EE Customer. At the end of the minimum term your fixed price period ends and your monthly plan price will increase by £1.50 each year. See xx.xx.xx/xxxxxx-xxxxxxxxx for details.
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Fixed Price Plans. 8.1 If your Price Plan is a Fixed Price Plan then during the Minimum Term we shall not increase the Price Plan Charge under points 7.3 and the annual price increase under point 7.6 shall not apply to your Price Plan Charge. 8.2 If your Price Plan is a Fixed Price Plan then we may not, during the Minimum Term, change your Price Plan or Price Plan Service under point 7.4 or change the Agreement under point 13.1 if the effect of that change would prevent your Price Plan being a Fixed Price Plan. 8.3 If you have a Fixed Price Plan this only fixes the price of your Price Plan Charge during the Minimum Term. The fact that you have a Fixed Price Plan does not affect any of the following: 8.3.1 Our ability to increase any other Charges other than the Price Plan Charge. 8.3.2 The application of the annual price increase under point 7.6 to any Charges other than the Price Plan Charge. All other Charges (other than the Charge for an Add-on) shall automatically increase each year by the Annual Price Rise Percentage in accordance with point 7.6. 8.3.3 Any increase to the Price Plan Charge (including the annual price increase under point 7.6) that occurs after the Minimum Term. See point 8.4 below. 8.4 At the end of the Minimum Term the Price Plan Charge shall be subject to any further annual price increases under point 7.6. If your Minimum Term expires before 1st March in any calendar year then your Price Plan Charge shall increase in accordance with that calendar year’s price rise, and if it expires on or after 1st March in any calendar year than it shall be first subject to the annual price increase in the following calendar year.
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Fixed Price Plans. You will pay a fixed price for supply service equal to the price set forth on the first page of this contract during the Initial Term of this Agreement (the “Fixed Price”). Upon the Expiration of the Initial Term, you will be transitioned to another fixed price plan (together with the Fixed Price, your “Price”). Your Price includes the Generation Charge and Connecticut Sales & Use Tax (“CT SUT”), depending on billing type. Your Price does not include Distribution Charges as charged by the Utility, applicable state or local tax or other Utility charges (e.g., out of cycle meter reading fees, meter test fees, disconnection and reconnection fees, etc.) for which you are also responsible or any other transactional tax or other governmental or regulatory imposed taxes or surcharges which you may be subject, and which are not mandated by law to be included in the Distribution Charge. You acknowledge that the price plan selected during enrollment is subject to verification by Sunwave of your Utility service territory and service class type. If Sunwave is unable to verify your Utility service territory and/or service class type as stated during enrollment, this Agreement and your enrollment shall be deemed terminated unless and until Sunwave obtains your authorized consent to switch you to an appropriate price plan for your Utility service territory and/or service class type in accordance with applicable law. For the avoidance of doubt, if Sunwave does not obtain your affirmative consent to enrollment under the appropriate price plan, this Agreement and your enrollment shall be deemed terminated and you will be returned to default service with your Utility. Change in Law: If publicly available regulatory changes shift costs from the Utility or ISO to Sunwave or from Sunwave to the Utility or ISO, then such costs or credits may be passed through to you. Furthermore, this Agreement is subject to any future legislation, orders, rules, regulations or Utility tariff or policy changes. If there is a change in any law, rule, regulation, tariff or pricing structure or increased costs or obligations, including, but not limited to ancillary services; capacity; losses; renewable portfolio standards; system congestion or balancing; service fees; fuel or energy security costs, including Reliability Must Run (“RMR”) charges; origination of supply; changes in POR discounts; CT SUT; or charges in your utility area or by the applicable regional transmission operator, that increase...
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Fixed Price Plans. You will pay a Fixed Price for CRES service equal to $0.0299/kWh for the Term of this Agreement for Your Generation charges. Your Fixed Price does not include any Distribution or Transmission Charges as charged by the EDU, applicable state or local tax or other EDU charges Other Pricing Information: For renewable price plans, LifeEnergy will purchase and retire Renewable Energy Certificates ("RECs") to offset 100% of your electricity usage. Length of Agreement (“Initial Term”): The term under this Agreement will begin on the meter read that your EDU changes your CRES to LifeEnergy, and will continue for 9 meter read cycles. Your EDU has the right to change meter read cycles and schedules. Right of Rescission: You have the right to cancel this contract without any cost within 7 calendar days from the postmark date on the EDU confirmation notice either by (i) calling the EDU at the designated toll free or local telephone number provided on the notice or
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Fixed Price Plans. You will pay a Fixed Price for ARES service equal to 8.5600¢/kWh for the Term of this Agreement. Your Price on the LifePower 12 Plan includes the Generation Charge and Transmission Charge, and does not include Distribution Charge, applicable state or local taxes or other utility charges (e.g., out of cycle meter reading fees, meter test fees, disconnection and reconnection fees, etc.) for which you are also responsible. You acknowledge that the price plan selected during enrollment (“Price Plan”) is subject to verification by LifeEnergy of your utility service territory and service class type. If LifeEnergy is unable to verify your utility service territory and/or service class type as stated during enrollment, LifeEnergy may switch you to an appropriate Price Plan for your utility service territory and/or service class type, as determined in LifeEnergy’s sole discretion, by providing you with at least thirty (30) days advance written notice of the change in Price Plan. You will have the right to cancel this Agreement without fees or penalties prior to the date of the change in Price Plan as stated in your notice. If you do not notify LifeEnergy of your acceptance of the proposed change by the date stated in your notice, LifeEnergy may terminate your Agreement and return you to default service with your utility Length of Agreement (“Term”): The Term under this Agreement will begin on the meter read that your utility changes your ARES to LifeEnergy, and will continue for 12 months. Your utility has the right to change meter read cycles and schedules. You will receive written notification from the utility confirming your choice to LifeEnergy. Right of Rescission: You have the right to rescind this contract by contacting LifeEnergy or your utility without any cost before either: (i) LifeEnergy submits your enrollment to your utility; or (ii) within 10 calendar days of your utility processing your enrollment request by contacting LifeEnergy. If you do not rescind your selection of LifeEnergy as your ARES within this time frame, this Agreement shall become binding.
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Fixed Price Plans. If you are on a fixed price plan then the monthly price that you pay for your mobile plan will not increase during the minimum term. All other charges (including add-ons and out of bundle charges) will increase as described above for non-fixed price plan customers. This means that the amount of those other charges will increase by CPI plus 3.9% each year and we may increase those other charges at any time. At the end of the minimum term your fixed price period ends and your monthly plan price will increase by CPI plus 3.9% each year. See xx.xx.xx/xxxxxxxx for details. 24-month plans Plan Type Essential Essential Unlimited Max All Rounder All Rounder for iPhone Full Works Full Works for iPhone 5GB £27 £34 £34 25GB £31 £37 £37 125GB £33 £39 £39 Unlimited £38 £41 £44 £44 £52 £52 Calls to UK mobile numbers ✔ ✔ ✔ ✔ Calls to certain MVNO numbers3 ✘ ✘ ✘ ✘ Calls to UK landlines (numbers starting with 01,02, or 03 excluding Jersey, Guernsey and Isle of Man) ✔ ✔ ✔ ✔ Calls to Freephone (080) & (116)4,5 ✘ ✘ ✘ ✘ Calls to 08 & 09 numbers ✘ ✘ ✘ ✘ Calls to 084 and 087 numbers ✘ ✘ ✘ ✘ Calls to numbers starting in 0500 ✘ ✘ ✘ ✘ Calls to retrieve voicemail ✔ ✔ ✔ ✔ Text messages to UK mobile numbers5 ✔ ✔ ✔ ✔ Text messages to certain MVNO numbers3, 5 ✘ ✘ ✘ ✘ Picture messages ✘ ✘ ✘ ✘ Calls to Customer Services (During Normal working hours) ✔ ✔ ✔ ✔ Calls to Customer Services (During Extended Working Hours)6 ✔ ✔ ✔ ✔ Calls divert7 ✔ ✔ ✔ ✔ Calls & texts to UK mobiles and landlines when roaming in one of countries listed below1, 8 ✘ ✘ ✘ ✘ Austria, Azores, Belgium, Bulgaria, Canary Islands, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, French Guiana, Germany, Gibraltar, Greece, Guadeloupe, Guernsey, Hungary, Iceland, Isle of Man, Italy, Jersey, Latvia, Liechtenstein, Lithuania, Luxembourg, Madeira, Malta, Martinique, Mayotte, Monaco, Netherlands, Norway, Poland, Portugal, Reunion Islands, Romania, Saint Barthelemy, Saint Xxxxxx (French), San Marino, Slovakia, Slovenia, Spain, Sweden, Switzerland, Vatican City Calls and texts to mobiles and landlines within the countries listed below when roaming in those countries1, 8 ✘ ✘ ✘ ✘ Austria, Azores, Belgium, Bulgaria, Canary Islands, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, French Guiana, Germany, Gibraltar, Greece, Guadeloupe, Guernsey, Hungary, Iceland, Isle of Man, Italy, Jersey, Latvia, Liechtenstein, Lithuania, Luxembourg, Madeira, Malta, Martinique, Mayotte, Monaco, Netherlands, Norway, ...
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Related to Fixed Price Plans

  • Fixed Price An Authorized User Agreement shall be awarded on a fixed-price basis only. As such, the Contractor shall complete all project Deliverables indicated in the final negotiated Authorized User Agreement, without any increase in cost to the Authorized User. If the Contractor resources required to complete such work are more than the Contractor agreed to in the Mini-Bid, these additional resources must be provided to the Authorized User at no additional cost.

  • PURCHASE PRICE & TERMS The Buyer agrees to purchase the Property by payment of US Dollars ($ ) as follows: (check one) ☐ - All Cash Offer. No loan or financing of any kind is required in order to purchase the Property. Buyer shall provide Seller written third (3rd) party documentation verifying sufficient funds to close no later than , 20 , at : ☐ AM ☐ PM. Seller shall have three (3) business days after the receipt of such documentation to notify Buyer, in writing, if the verification of funds is not acceptable. If Buyer fails to provide such documentation, or if Seller finds such verification of funds is not acceptable, Seller may terminate this Agreement. Failure of Seller to provide Buyer written notice of objection to such verification shall be considered acceptance of verification of funds.

  • Price Schedule, Payment Terms and Billing, and Price Adjustments (a) Price Schedule: Price Schedule under this Contract is set forth in Exhibit B.

  • Adjustments to Purchase Price The Purchase Price shall be adjusted at the Closing Date and at the Final Settlement Date as follows: (a) The Purchase Price shall be adjusted upward by the sum of the following, without duplication: (i) the value of all merchantable allowable Hydrocarbons in storage above the pipeline connection at the Effective Time, and not previously sold, that is credited to the Properties, such value to be the actual sales price for such Hydrocarbons, or if not yet sold or the actual sales price is not known as of the time of preparation of the Closing Settlement Statement, then the market price as of the Effective Time, less taxes, gravity adjustments and other costs deducted by the purchaser of such Hydrocarbons; (ii) the amount of all Operating Expenses which relate to and were incurred during any period from and after the Effective Time (or, if relating to a period that is in part from and after the Effective Time, that part of such Operating Expenses that relate to the period from and after the Effective Time) and that are paid by or on behalf of Target prior to the Closing Date in connection with the operation and development of the Properties from and after the Effective Time, but excluding any and all Disallowed Expenses; (iii) an amount equal to all prepaid expenses attributable to the Properties that are paid by or on behalf of Target prior to the Closing Date and that are, in accordance with GAAP (except for Asset Taxes, in which case in accordance with the Tax Allocation Methodology), attributable to the ownership or operation of the Properties during the period from and after the Effective Time (or, if relating to a period that is in part from and after the Effective Time, that part of such expenditures that relates to the period from and after the Effective Time) including, without limitation, prepaid utility charges, prepaid Asset Taxes (but not including Income Taxes, franchise taxes or gross receipts taxes) based upon or measured by the ownership of the Properties or the production of hydrocarbons or the receipt of proceeds therefrom, but excluding any and all Disallowed Expenses; (iv) any other amount required under this Agreement or otherwise agreed upon by Buyer and Owners to be added to the Purchase Price. (b) The Purchase Price shall be adjusted downward by the sum of the following, without duplication: (i) the amount of all proceeds actually received by or on behalf of Target prior to the Closing Date and attributable to Hydrocarbon production from the Properties from and after the Effective Time, less amounts actually paid by or on behalf of Target as Burdens or as production, gathering, processing and transportation costs, and less any production, severance, sales or excise Taxes not reimbursed to Target by the purchaser of such Hydrocarbon production, to the extent such deductions are not otherwise accounted for in an any upward adjustment to the Purchase Price; (ii) an amount equal to all Asset Taxes (but not including Income Taxes, franchise taxes or gross receipts taxes) that are (A) unpaid as of the Closing Date, (B) based upon or measured by the ownership of the Properties or the production of Hydrocarbons therefrom (including the receipt of proceeds therefrom) and (C) accruing to the Properties in accordance with the Tax Allocation Methodology prior to the Effective Time, which amount shall, to the extent not actually assessed, be computed based upon such taxes and assessments for the preceding calendar year or, if such taxes or assessments are assessed on other than a calendar year basis, for the tax related year last ended; (iii) the amount of all Operating Expenses which relate to any period prior to the Effective Time (or, if relating to a period that is in part prior to the Effective Time, that part of such Operating Expenses that relate to the period prior to the Effective Time) and that are unpaid as of the Closing Date, and the amount of all Disallowed Expenses that are unpaid as of the Closing Date; and (iv) any other amounts required under this Agreement or otherwise agreed upon by Buyer and Owners. (c) The Purchase Price shall be adjusted upward by the sum of 100% of the following: (i) subject to Section 3.07, the Title Benefit Amount with respect to a Title Benefit properly asserted prior to the Title Defect Claim Date; and (ii) any other amounts required under this Agreement or otherwise agreed upon by Buyer and Owners. (d) The Purchase Price shall be adjusted downward by the sum of 100% of the following: (i) subject to Section 3.07, the Title Defect Amount with respect to Title Defects properly asserted by Buyer prior to the Title Defect Claim Date; and (ii) any other amounts required under this Agreement or otherwise agreed upon by Buyer and Owners.

  • Purchase Price Adjustments (a) The Parties agree that, so long as any distributions made are reflected in Closing Working Capital and in any adjustments to the Purchase Price under Section 1.4(c), the Seller shall have the right, at or prior to the Closing, to cause the Company to distribute cash to the Seller or its Affiliates, by one or more dividends and/or other distributions. (b) Within 90 calendar days following the Closing, the Buyer shall prepare, or cause to be prepared, and deliver to the Seller a statement (the “Closing Statement”), in accordance with the Accounting Principles, which shall include (i) a balance sheet of the Company as of the Closing Date, (ii) a calculation of the total Working Capital of the Company as of the Closing Date (the “Closing Working Capital”), (iii) a calculation of the Working Capital Deficit or the Working Capital Excess, as the case may be (which, for the avoidance of doubt, shall include the Buyer’s calculation of the Target Working Capital), (iv) a calculation of Closing Cash, (v) a calculation of Closing Indebtedness, (vi) a calculation of Transaction Expenses and (vii) the Buyer’s determination of the final Purchase Price (the “Final Purchase Price”) resulting therefrom. For purposes of the Buyer’s preparation of the Closing Statement, the Seller shall make available or provide reasonable access to the Buyer and its Representatives, upon advance notice and during normal business hours, all information, books, records, data and working papers created or used in connection with the preparation of the Estimated Working Capital Certificate, to the extent not in the possession of the Company or the Buyer. The Seller shall have a period of 30 calendar days after delivery of the Closing Statement to review (and cause the Seller’s auditors to review) such documents and make any objections it may have in writing to the Buyer. For purposes of the Seller’s evaluation of the Closing Statement, the Buyer shall, and shall cause the Company to, make available or provide reasonable access to the Seller and its Representatives, upon advance notice and during normal business hours, all information, books, records, data and working papers created or used in connection with the preparation of the Closing Statement; and shall permit reasonable access, upon advance notice and during normal business hours, to the facilities and personnel of the Company as may be reasonably requested by the Seller and its Representatives to analyze the Closing Statement. If the Seller delivers written objections to the Buyer within such 30-day period, then the Buyer and the Seller shall attempt to resolve the matter or matters in dispute. If no written objections are made by the Seller within such 30-day period, then the Closing Statement shall be final and binding on the Parties. If disputes with respect to the Closing Statement cannot be resolved by the Buyer and the Seller within 30 calendar days after timely delivery of any objections thereto, then, at the request of the Buyer or the Seller, the specific matters in dispute (but no others) shall be submitted to such independent accounting firm as may be approved by the Seller and the Buyer (the “Auditors”), which firm shall render its opinion as to such specific matters. If no such referral is made within 45 calendar days after the delivery of the objections, then the Closing Statement shall be final and binding on the Parties. If all objections are so resolved between the Parties prior to such time, the Closing Statement with such changes as have been agreed in writing by the Buyer and the Seller shall be final and binding on the Parties. The matters to be resolved by the Auditors shall be limited to the remaining unresolved disputes between the Buyer and the Seller. The Parties shall cooperate with the Auditors during its engagement, and the Auditors shall have access to the books and records of the Company and the Buyer, the personnel of, and work papers prepared by, the Parties’ accountants to the extent that they relate to the unresolved disputes as it may reasonably request for the purpose of reviewing such unresolved disputes, provided, that such access shall be in a manner that does not interfere with the normal business operations of the Buyer, the Company or the Seller. The Auditors shall promptly deliver to the Buyer and the Seller a written report setting forth their resolution of the disputes along with their determination of the Final Purchase Price, which determination shall be made in accordance with the definitions and principles set forth in this Agreement and shall be final and binding on the Parties. As to each disputed item, the Auditors shall be limited to awarding only one or the other of the Buyer’s proposal, on the one hand, or the Seller’s proposal, on the other hand, and shall have no authority to select or propose to the Parties any resolution other than as set forth in one of such two proposals originally submitted to the Auditors. Judgment may be entered upon the determination of the Auditors in any court having jurisdiction over the Party against which such determination is to be enforced. The fees and expenses of the Auditors shall be borne by the Parties as designated by the Auditors, which designation shall be based upon the inverse proportion of the amount of disputed items resolved in favor of such Party (i.e., so that the prevailing Party bears a lesser amount of such fees and expenses). If the Parties refer a dispute to the Auditors and if the Adjustment Escrow Funds exceed the amount by which the Estimated Purchase Price is greater than the Final Purchase Price (as claimed by the Buyer), then the Buyer and the Seller shall, pursuant to the terms of the Escrow Agreement, promptly instruct the Escrow Agent to pay the Seller the amount of such excess out of the Adjustment Escrow Funds, and the remaining balance of the Adjustment Escrow Funds shall be paid out pursuant to Section 1.4(c) after the final determination of the Final Purchase Price pursuant to this Section 1.4. (c) If the Estimated Purchase Price is greater than the Final Purchase Price, then within two business days following the final determination thereof, the Buyer and the Seller shall, pursuant to the terms of the Escrow Agreement, instruct the Escrow Agent to pay the Buyer the amount of such excess out of the Adjustment Escrow Funds (and if the balance of the Adjustment Escrow Funds is less than the amount due to the Buyer pursuant to this Section 1.4, then at the Buyer’s option the Buyer may recover the remaining amount from the Indemnity Escrow Funds or require the Seller to pay such amount to the Buyer by wire transfer in immediately available funds to the account or accounts designated by the Buyer). If the Final Purchase Price is greater than the Estimated Purchase Price, then within two business days following the final determination thereof, the Buyer will pay to the Seller by wire transfer in immediately available funds to the account or accounts designated by the Seller the amount of such excess and the Buyer and the Seller shall, pursuant to the terms of the Escrow Agreement, instruct the Escrow Agent to pay the Seller the entire balance of the Adjustment Escrow Funds. Any payments pursuant to this Section 1.4(c) shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

  • Economic Price Adjustment is the adjustment to the Aircraft Basic Price (Base Airframe, Engine and Special Features) as calculated pursuant to Exhibit D.

  • Unit Prices If unit prices are stated in the Contract Documents or subsequently agreed upon, and if the quantities originally contemplated are so changed in a Change Order that application of the agreed unit prices to the quantities of work proposed will cause substantial inequity to the Owner or the Contractor, the applicable unit prices shall be equitably adjusted as provided in the Special Conditions or as agreed to by the parties and incorporated into the Change Order.

  • Adjustment to Purchase Price (a) The Closing Payment shall be increased by the parties' good faith estimate of the Current Assets of Seller and decreased by the parties' good faith estimate of the Current Liabilities of Seller as of the Closing Date (the "Closing Adjustment"), which adjustment shall be subject to final adjustment as provided for in paragraph (c) below. (b) No later than sixty (60) days after the Closing Date, or within three (3) days after receipt of the necessary accounting data from the NRTC Central Billing System, whichever is later, Purchaser shall make and deliver to Seller a balance sheet reflecting the Current Assets and Current Liabilities of Seller as of the Closing Date (the "Closing Date Balance Sheet"), prepared on a basis consistent with GAAP. For purposes of the Closing Adjustment and the Final Closing Adjustment (as hereinafter defined), the amount of Accounts Receivable of Seller to be included in the Closing Date Balance Sheet shall include only Accounts Receivable of Subscribers as reflected on Report 18A (Subscriber Accounts Receivable Aging By Account) of the NRTC Central Billing System Reports less a reserve of six percent (6%) for Accounts Receivable which are not collectible. In addition, the Closing Date Balance Sheet and the Final Closing Adjustment shall not include as a Current Asset any accounts receivable arising from Leased Subscriber Equipment. Purchaser may, by providing Seller with written notice at least five (5) days prior to the Closing, elect to purchase all, or certain of, the DSS(TM) subscriber equipment owned by Seller (other than Leased Subscriber Equipment) on the Closing Date; provided, however, Purchaser shall not have the right to acquire any assets attributable to Seller's Electric Business. Any such equipment which is purchased by Purchaser shall be included as Inventory in the Closing Date Balance Sheet. Except as set forth in this Section 4.4(b), no other assets or liabilities shall be included in the Closing Date Balance Sheet. Seller shall make available to Purchaser such documentation, back-up, invoices, and books and records of Seller as Purchaser may reasonably request. (c) Seller and Purchaser shall negotiate in good faith to reconcile any discrepancies which may arise in connection with the determination of the Closing Date Balance Sheet. If Seller and Purchaser are unable to reconcile such discrepancies, Seller shall have fifteen (15) days from presentment of the Closing Date Balance Sheet by Purchaser to notify Purchaser if Seller wishes to have Purchaser's determination examined. If Seller elects to have Purchaser's determination examined, it shall be submitted to the determination in Atlanta, Georgia, by the Certified Public Accounting firm of KMPG Peat Marwick (or any other independent Certified Public Accounting firm mutually acceptable to Seller and Purchaser), the cost of such examination to be paid fifty percent (50%) by Seller and fifty percent (50%) by Purchaser. The determination by Purchaser shall be final and binding on the parties unless Seller elects to have an examination as provided herein, in which case the results of the examination shall be made within thirty (30) days of such referral, and shall be final and binding on the parties (the "Final Closing Adjustment"). (d) To the extent the Final Closing Adjustment is less than the Closing Adjustment, Seller shall pay the difference in cash to Purchaser within five (5) days after the final determination. In the event the Final Closing Adjustment is greater than the Closing Adjustment, Purchaser shall pay such excess in cash to Seller within five (5) days after the final determination. If, following any payment pursuant to this Section 4.4(d), an error (in billing or reporting by NRTC or otherwise) is thereafter discovered which would have affected the Final Closing Adjustment, the party in whose favor the error was made shall immediately pay in cash the amount of such error to the other party.

  • Purchase Price Adjustment (a) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

  • Exercise Price Adjustment Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.

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