Negative Gross Margin Clause Samples

The Negative Gross Margin clause defines how situations are handled when the gross margin on a product or service falls below zero, meaning costs exceed revenues. Typically, this clause outlines the steps parties must take if negative gross margin occurs, such as price adjustments, renegotiation, or termination rights. Its core function is to protect parties from sustained losses by providing a clear process for addressing unprofitable transactions.
Negative Gross Margin. 3.5.1 To the extent the Gross Margin is negative in any particular quarter or quarters hereunder Seller shall reimburse Purchaser for [**] percent ([**]%) of the amount of any such negative Gross Margin within sixty (60) days after the end of (i) such calendar quarter or (ii) the expiration or termination of this Agreement, as the case may be. 3.5.2 For any quarter in which Purchaser claims a negative Gross Margin, Seller shall have the right to have Seller’s independent public accountants (reasonably acceptable to Purchaser) conduct an audit of Purchaser’s financial records, as such information relates to Net Sales and the calculation of Gross Margin with respect to each Product during the quarter in question, for a period of twelve (12) months following receipt of Purchaser’s notice to Seller of such negative Gross Margin; provided, however, that this right may not be exercised more than once in any calendar year. Any audit conducted pursuant to this Section 3.5.2 shall not count against the maximum number of audits to which Seller is entitled pursuant to Section 3.6 herein, and may be conducted by the independent public accountants upon the provision of not less than thirty (30) days prior written notice to Purchaser.
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Negative Gross Margin. In the event that during any Quarter in which Gross Margin is negative, such negative amount will be carried forward to future Quarters for the purpose of calculating Gross Margin. Any negative amounts will be carried forward until such negative amounts are completely offset by Gross Margin from future Quarters.
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Related to Negative Gross Margin

  • Negative Balances If your Stripe Account balance (or the Stripe Account balance of any User Group Entity) is negative, or does not contain funds sufficient to pay amounts that you (or a User Group Entity) owe to Stripe, its Affiliates or Customers, then without limiting Stripe’s rights under Sections 4.2 and 4.3 of the General Terms, Stripe may debit the User Bank Accounts by the amount necessary to collect, and pay out to Customers if applicable, the amounts you owe.

  • Aggregate Net Assets For each Retirement Distribution Portfolio, Aggregate Net Assets include the net assets of all the JHF II Retirement Distribution Portfolios.

  • Negative Capital Accounts No Member shall be required to pay to any other Member or the Company any deficit or negative balance which may exist from time to time in such Member’s Capital Account (including upon and after dissolution of the Company).

  • Net Operating Income For any Real Estate and for a given period, an amount equal to the sum of (a) the rents, common area reimbursements, and service and other income for such Real Estate for such period received in the ordinary course of business from tenants or licensees in occupancy paying rent (excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ or licensees’ obligations for rent and any non-recurring fees, charges or amounts including, without limitation, set-up fees and termination fees) minus (b) all expenses paid or accrued and related to the ownership, operation or maintenance of such Real Estate for such period, including, but not limited to, taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Real Estate, but specifically excluding general overhead expenses of REIT and its Subsidiaries, any property management fees and non recurring charges), minus (c) the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to three percent (3.0%) of the gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, minus (d) all rents, common area reimbursements and other income for such Real Estate received from tenants or licensees in default of payment or other material obligations under their lease, or with respect to leases as to which the tenant or licensee or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding.

  • Minimum Net Income If as of the last day of any calendar month within a fiscal quarter of the Seller, the Seller’s consolidated Adjusted Tangible Net Worth is less than [***] or the Seller, on a consolidated basis, has cash and Cash Equivalents in an amount that is less than [***], in either case, the Seller’s consolidated Net Income for that fiscal quarter before income taxes for such fiscal quarter shall equal or exceed [***].