Markup Adjustments due to Variances from Projections Sample Clauses

Markup Adjustments due to Variances from Projections. The [CONFIDENTIAL](35) Markup during the first[CONFIDENTIAL](36) months after the Effective Date is premised upon an average annual delivery size of [CONFIDENTIAL](37) cases to the Stores serviced by DISTRIBUTOR and an average case Cost of the Products, including [CONFIDENTIAL](38), of [CONFIDENTIAL](39). After the first [CONFIDENTIAL](40) months of service and after each [CONFIDENTIAL](41) month period thereafter, the Markup for the Stores for the next [CONFIDENTIAL](42) months will be based on the actual average delivery size and average case Cost for the previous [CONFIDENTIAL](43) months as calculated below and according to the following schedule: Average Delivery Size for Markup Preceding [CONFIDENTIAL](44) Months for Next [CONFIDENTIAL](45) Months [CONFIDENTIAL](46)
Sample 1
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Markup Adjustments due to Variances from Projections. The [CONFIDENTIAL](31) Markup during the first [CONFIDENTIAL](32) months after the Effective Date is premised upon an average annual delivery size of [CONFIDENTIAL](33) cases to the Stores serviced by DISTRIBUTOR and the average case Cost of the Products, including [CONFIDENTIAL](34), is [CONFIDENTIAL](35). COMPANY and DISTRIBUTOR agree to review the service levels provided by DISTRIBUTOR as well as the average delivery sizes [CONFIDENTIAL](36) days after the Effective Date, taking into account seasonality of COMPANY’s business and additional deliveries made by DISTRIBUTOR to support the transition and using the methodology detailed later in this Section 4.03. No adjustments will be made to the Markup at that time due to a variance in average delivery size from projections, unless the average delivery size experienced during the first [CONFIDENTIAL](37) days is greater than or equal to [CONFIDENTIAL](38) cases or less than [CONFIDENTIAL](39) cases, adjusted for seasonality and excluding deliveries to Cross-docked Stores and any additional deliveries made by DISTRIBUTOR during the initial transition period pursuant to Section 2.06. In the event such a Markup adjustment is required, the COMPANY and DISTRIBUTOR agree to use the schedule that follows later in Section 4.03 as soon as practical after the review and such Markup will remain in effect for the balance of the first year of the Agreement. In addition to reviewing the average delivery size [CONFIDENTIAL](40) days after the Effective Date, COMPANY and DISTRIBUTOR will also review the average case Cost of the Products
Sample 1
Markup Adjustments due to Variances from Projections. The [CONFIDENTIAL](45) Markup during the [CONFIDENTIAL](46) months after the Effective Date is premised upon an average annual delivery size of [CONFIDENTIAL](47) cases to the Stores serviced by DISTRIBUTOR, the expectation that [CONFIDENTIAL](48) of all cases sold by DISTRIBUTOR will be outside of the Cross-docked stores delivered by VDI and the average case Cost of the Products, including [CONFIDENTIAL](49). COMPANY and DISTRIBUTOR agree to review the service levels provided by DISTRIBUTOR as well as the average delivery
Sample 1
Markup Adjustments due to Variances from Projections. The [CONFIDENTIAL](47) Markup during the first [CONFIDENTIAL](48) months after the Effective Date is premised upon an average delivery size of [CONFIDENTIAL](49) cases to the Stores serviced by DISTRIBUTOR. After the first [CONFIDENTIAL](50) months of service and after each [CONFIDENTIAL](51)
Sample 1
Markup Adjustments due to Variances from Projections. The [CONFIDENTIAL](34) Markup during the first [CONFIDENTIAL](35) months after the Effective Date is premised upon an average annual delivery size of [CONFIDENTIAL](36) cases to the Stores serviced by DISTRIBUTOR. COMPANY and DISTRIBUTOR agree to review the service levels provided by DISTRIBUTOR as well as the average delivery sizes [CONFIDENTIAL](37) days after the Effective Date. No adjustments will be made to the Markup at that time due to a variance in average delivery size from projections, unless the average delivery size experienced during the first [CONFIDENTIAL](38) days is less than [CONFIDENTIAL](39) cases, excluding any additional deliveries made by DISTRIBUTOR during the initial transition period pursuant to Section 2.06. If the average delivery size has been between [CONFIDENTIAL](40) cases during this period, the Markup will be increased to [CONFIDENTIAL](41) per case. If the average delivery size has been less than
Sample 1
Markup Adjustments due to Variances from Projections. The [CONFIDENTIAL](38) Markup during the first [CONFIDENTIAL](39) months after the Effective Date (3.63 until the Sacramento expansion is operational pursuant to section 4.12) is premised upon an average delivery size of [CONFIDENTIAL](40) cases to the Stores serviced by DISTRIBUTOR. COMPANY and DISTRIBUTOR agree to review the service levels provided by DISTRIBUTOR as well as the average delivery sizes [CONFIDENTIAL](41) days after the Effective date. No adjustments will be made to the Markup at that time unless the average delivery size experienced during the first [CONFIDENTIAL](42) days is greater than [CONFIDENTIAL](43) cases, adjusted for seasonality and excluding any additional deliveries made by DISTRIBUTOR during the initial transition period pursuant to Section 2.06. In the event such a Markup adjustment is required, the COMPANY and DISTRIBUTOR agree to use the schedule that follows later in Section 4.04 as soon as practical after the review and such Markup will remain in effect for the balance of the first year of the Agreement. After the first [CONFIDENTIAL](44) months of service and after each [CONFIDENTIAL](45) month period thereafter the Markup for the next [CONFIDENTIAL](46) months will be based on the actual average delivery size for the previous [CONFIDENTIAL](47) months according to the following schedule:
Sample 1
Markup Adjustments due to Variances from Projections. The [CONFIDENTIAL](32) Markup during the first [CONFIDENTIAL](33) months after the Effective Date is premised upon an average annual delivery size of [CONFIDENTIAL](34) cases to the Stores serviced by DISTRIBUTOR. After the first [CONFIDENTIAL](35) months of service and after each [CONFIDENTIAL](36) month period thereafter, the Markup for the Stores for the next [CONFIDENTIAL](37) months will be based on the actual average delivery size for the previous [CONFIDENTIAL](38) months as calculated below and according to the following schedule: [CONFIDENTIAL](39) The average delivery size will be calculated by summing up all of the cases delivered to the Stores serviced by DISTRIBUTOR in the Territory for the previous [CONFIDENTIAL](40) months (with each partial case or “split” counting as a full case) and dividing the total number of
Sample 1
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Related to Markup Adjustments due to Variances from Projections

  • Adjustments; Set-off; Calculations; Computations (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 9.1(f), or otherwise (except pursuant to Section 2.7, 2.8, 4.4, 4.9, 4.10, 4.11, 4.12, 4.13(d), 11.1(g) or 11.6)), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans owing to it, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders an interest (by participation, assignment or otherwise) in such portion of each such other Lender’s Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

  • Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc (a) (i) The audited consolidated balance sheet of (x) the Company and its Subsidiaries for the fiscal year of the Company ended November 30, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal period, copies of which in each case have been furnished to the Administrative Agent and each Lender prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, at the dates of said financial statements and the results for the periods covered thereby, subject, in the case of the unaudited financial statements, to normal year-end adjustments. All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, except to the extent provided in the notes to said financial statements.

  • Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans In connection with the due diligence investigation of the Company by Parent and Merger Subsidiary, Parent and Merger Subsidiary have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary are familiar, that Parent and Merger Subsidiary are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) against the Company or any of its Subsidiaries, or any of their respective Representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge that none of the Company nor any of its Subsidiaries, nor any of their respective Representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).

  • Financial Statement Adjustments or Restatements If, as a result of any restatement of or other adjustment to the financial statements of the Borrower and its Subsidiaries or for any other reason, the Borrower, or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under any provision of this Agreement to payment of any Obligations hereunder at the Default Rate or under Article VIII. The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

  • Financial Statements; Pro Forma Balance Sheet; Projections On or prior to the Initial Borrowing Date, the Administrative Agent shall have received true and correct copies of the historical financial statements, the pro forma financial statements and the Projections referred to in Sections 8.05(a) and (d), which historical financial statements, pro forma financial statements and Projections shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

  • Availability of Earnings Statements The Company shall make generally available to holders of its securities as soon as may be practicable but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the most recent effective date occurs in accordance with Rule 158 of the Rules and Regulations, an earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months ended commencing after the effective date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations).

  • Statement Regarding Adjustments Whenever the Exercise Price or the number of Warrant Shares shall be adjusted as provided in Section 13, the Company shall forthwith file at the principal office of the Company a statement showing in reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the number of Warrant Shares after such adjustment, and the Company shall also cause a copy of such statement to be sent by mail, first class postage prepaid, to each Warrantholder at the address appearing in the Company’s records.

  • Notice/Certificate as to Adjustments Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and number of Shares in effect upon the date of such adjustment.

  • Pricing Adjustments a. In the event an adjustment is made to the computation of the net asset value of Fund shares as reported to Insurance Company under paragraph 7, (1) the correction will be handled in a manner consistent with SEC guidelines and the Investment Company Act of 1940, as amended and (2) the Funds or Transfer Agent shall notify Insurance Company as soon as practicable after discovering the need for any such adjustment. Notification may be made in the following manner: Method of Communication

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