Negative Adjustment Clause Samples
A Negative Adjustment clause defines the circumstances under which a previously agreed payment or value is reduced, typically due to specific events or conditions outlined in the contract. In practice, this clause may apply if certain performance targets are not met, if there are overpayments, or if adjustments are needed based on final calculations, such as in purchase price adjustments or service level agreements. Its core function is to ensure fairness and accuracy in financial transactions by providing a mechanism to correct or offset amounts owed, thereby preventing overcompensation and aligning payments with actual outcomes.
Negative Adjustment. If the Closing Net Purchase Price exceeds the Final Net Purchase Price as finally determined in accordance with this Section 2.6 (such excess amount, the “Negative Adjustment Amount”), then the Sellers’ Representative shall promptly (but in any event within five (5) Business Days following the final determination of the Final Net Purchase Price) pay an amount equal to such insufficiency to the Buyer (i) from the Working Capital Escrow Fund; and (ii) to the extent the amount of the Negative Adjustment Amount exceeds the amount available in the Working Capital Escrow Fund, from the Indemnification Escrow Fund or from Sellers, at the discretion of Buyer; in accordance with the Escrow Agreement.
Negative Adjustment. To the extent that the Net Working Capital derived from the Closing Date Balance Sheet is less than the Net Working Capital derived from the Preliminary Balance Sheet (the "Preliminary Net Working Capital"), then the Seller shall pay to the Purchaser the amount by which the Net Working Capital is less than the Preliminary Net Working Capital by wire transfer of immediately available funds to an account designated by the Purchaser or by certified check within ten (10) days of the Balance Sheet Delivery Date (as defined below).
Negative Adjustment. If the Post-Closing Adjustment Amount is ------------------- negative, then the Unadjusted Purchase Price shall be adjusted upward dollar- for-dollar by the Post-Closing Adjustment, and Buyer shall pay the lesser of (x) such Post-Closing Adjustment Amount and (y) $200,000, to Seller in immediately available funds within three (3) days following final determination of such amount as described in Section 1.3(b) (i).
Negative Adjustment. If the Closing Net Purchase Price exceeds the Final Net Purchase Price (such excess amount, the “Negative Adjustment Amount”), then the Seller and/or the Shareholder shall promptly (but in any event within five Business Days following the final determination of the Final Net Purchase Price) pay an amount equal to such insufficiency to the Buyer.
Negative Adjustment. If the dif- ▇▇▇▇▇▇▇ is negative (that is, the holder pays less than the adjusted issue price of the original debt instrument), then, with respect to the issuer but not the holder, the difference reduces the ag- gregate adjusted issue prices of all of the debt instruments in the issue, both original and additional.
Negative Adjustment. The Negative Adjustment shall be the sum of the following:
(a) all income and other receipts received by the Allied Parties in respect of the Transferred Interests that are applicable to period following the Closing as determined under U.S. GAAP (“Post-Closing Income”); and
(b) all expenditures by the CEI Parties with respect to drilling operations on the Oyo 7 Well (“Allied Capex”) excluding (for clarity) expenditures in respect of the (i) re-entry, completion and/or tie-back of the Oyo 7 Well, or (ii) drilling, completion and/or tie-back of any other well on the OMLs.
Negative Adjustment. If the Final Common Purchase Price is less than the Estimated Common Purchase Price estimated at Closing (such amount that is less than the Estimated Common Purchase Price shall be referred to as the "Deficiency") and the Deficiency is less than or equal to the amount of funds deposited in the Purchase Price True-Up Holdback, the Seller Representative, on behalf of the Sellers, and Buyer shall direct the Escrow Agent to pay to Buyer the amount of the Deficiency from the funds deposited and remaining in the Purchase Price True-Up Holdback and direct that the balance of the Purchase Price True-Up Holdback (if any) be paid to the Sellers in accordance with their Holdback Share.
Negative Adjustment. (i) If the AGZ Share Price Adjustment and the FA Share Price Adjustment are negative amounts (i.e., the Estimated AGZ Share Price and the Estimated FA Share Price are greater than the AGZ Share Price and FA Share Price, respectively), the Sellers shall pay to the Purchaser an amount per AGZ Share and FA Share equal to the following:
(a) with regard to AGZ Shares, the AGZ Share Price Adjustment multiplied by the number of AGZ Shares sold by the Sellers, i.e., 24,043,250;
(b) with regard to FA Shares, the FA Share Price Adjustment multiplied by the number of FA Shares sold by the Sellers, i.e., 1,552,371. The adjustments shall be allocated to the Sellers in accordance with Schedule 4.2.
(ii) Within three (3) Business Days after the date on which the process described in Schedule B for the determination of the Closing Statement is complete, the payments referred to in the above paragraph shall be made (a) with regard to the relevant Managers, via the release of an amount of the Managers’ Escrow Amount equal to the adjustment determined pursuant to Clauses 5.3.3(i)(b) regarding the FA Shares sold by these Managers to the Purchaser’s account, the details of which shall accompany the Purchaser’s delivery of the Closing Statement, (b) with regard to the other Managers, by such other Managers directly (or, failing which, through the Purchaser’s draw on their respective Managers’ Guarantee) to the Purchaser’s account, the details of which shall accompany the Purchaser’s delivery of the Closing Statement and (c), with regard to PAI, either (i) directly by PAI to the Purchaser or failing which, via UGI’s draw on the PAI Guarantee, if applicable, or (ii), if applicable, via the release of an amount of the PAI Escrow Amount equal to the adjustment determined pursuant to Clauses 5.3.3(i)(a) and (b) regarding the Shares sold by PAI to the Purchaser’s account, the details of which shall accompany the Purchaser’s delivery of the Closing Statement. Simultaneously with the payments required by this Clause 5.3.3, the balance of the Managers’ Escrow Amount and, if applicable, the balance of the PAI Escrow Amount and the UGI Escrow Amount shall be released respectively to the relevant Managers, PAI and the Purchaser via wire transfer in accordance with the account details to be provided by them to bank/escrow agent for and under the Managers’ Escrow Agreements and (if applicable) the PAI Escrow Agreement and the UGI Escrow Agreement.
Negative Adjustment. Subject to Section 2.11(d) below, if there is a negative Adjustment Amount, then within three Business Days following the date that the Final Closing Date Balance Sheet and the Final Closing Date Closing Amounts are finally determined, the Parent shall prepare an amendment to the Notes reflecting a decrease of the principal amount outstanding under the Notes by the Adjustment Amount. The amount of such reduction applied to each individual Note shall be calculated in the same manner as the calculation in Section 2.9(e)(iii) above. Parent shall provide such amendments to the applicable Note Representative or the Escrow Agent, as applicable, to append to such Notes. The Note Payment Rights to which each of the Accredited Option Holders, Accredited Stockholders and Warrant Holders, as the case may be, is entitled shall be reduced by the same proportionate reduction of the applicable Note.