Other Price Adjustments Sample Clauses

Other Price Adjustments. 3.3.1 The Parties recognize that legislative, regulatory, administrative or other governmental bodies or the courts may impose new laws, rules or regulations, amend existing laws, rules or regulations, or reinterpret existing laws, rules or regulations, including, without limitation, procedural instruction letters issued by MSHA after June 2, 2014 (the “Initial Price Date”), or as applicable, after the date of determination of a Market Adjusted Base Price (such new laws, amendments or reinterpretations, a “Change in Law”), that may increase Seller’s cost of mining coal from the Mines. Without limiting the generality of the foregoing, the implementation after the Initial Price Date of MSHA rule 79 FR 24813 “Lowering Miners’ Exposure to Respirable Coal Mine Dust, Including Continuous Personal Dust Monitors” as adopted on May 1, 2014, shall be deemed to be a Change in Law for purposes of this Agreement, notwithstanding the adoption of such rules prior to the Initial Price Date. A Change in Law shall not in any event include any change in Governmental Impositions (as defined below). (a) If a Change in Law that affects Seller’s cost of mining occurs after the Initial Price Date, or as applicable, after the date that a Market Adjusted Base Price is determined, Seller shall give notice to Buyer indicating the related increase in the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable) and shall provide to Buyer reasonable documentation of the proposed increase in the Base Price. (b) If the proposed increase in the Base Price (or the relevant Market Adjusted Base Price, as applicable) is less than or equal to [**] of the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable), the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable) shall be adjusted as of the effective date of such Change in Law by an amount equal to the proposed increase, subject to Buyer’s right to dispute in good faith the existence of a Change in Law or the amount of the proposed price increase. Accordingly, the adjustment to the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable) pursuant to this Section 3.3.1 may be applied retroactively. (c) If the proposed increase in the Base Price (or the relevant Market Adjusted Base Price, as applicable) is greater than [**] of the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable), then, subject to...

Other Price Adjustments. (a) At the conclusion of each price review referenced above, the run rate on which to base pricing for the upcoming quarter shall be calculated as follows: An average run rate for each Finished Goods Assembly will be calculated by adding the past 2 most current quarter's numbers for actual units purchased by CUSTOMER, and the number of units on the Orders for the same assembly for the upcoming quarter, and dividing by 3. Both parties agree that by basing the pricing on this calculated run rate, there will be no xxxx backs or rebates based on the actual results for the upcoming quarter. (b) CUSTOMER acknowledges that the Prices are based on the Specifications and the assumptions set forth in SANMINA-SCI's quotation and in Exhibit A. In the event SANMINA-SCI experiences an increase in cost as a result of changes in the pricing assumptions or the Specifications, SANMINA-SCI shall be entitled to the Price adjustment set forth in Section 6.1.

Other Price Adjustments. (a) CUSTOMER acknowledges that the Prices set forth in Exhibit A are based on the forecasted volumes provided by CUSTOMER to SANMINA-SCI. In the event CUSTOMER does not purchase Product in sufficient volumes consistent with the quoted prices, the Parties will review the prices and volumes quarterly and any price adjustments shall be mutually agreed to between the Parties during the quarterly pricing review. (b) CUSTOMER acknowledges that the Prices are based on the Specifications and the assumptions set forth in SANMINA-SCI’s quotation and in Exhibit A. In the event SANMINA-SCI experiences an increase or decrease in cost as a result of changes in the pricing assumptions or the Specifications, SANMINA-SCI shall propose such cost changes during the quarterly cost review cycle and any changes in pricing must be mutually agreed upon by both parties.

Other Price Adjustments. (a) CUSTOMER acknowledges that the Prices set forth in Exhibit A are based on the forecasted volumes provided by CUSTOMER to SANMINA-SCI. In the event CUSTOMER fails to purchase Product in sufficient volumes consistent with the quoted prices, SANMINA-SCI reserves the right to billback CUSTOMER for the difference between the Prices paid and the prices associated with such lower volumes. (b) CUSTOMER acknowledges that the Prices are based on the Specifications and the assumptions set forth in SANMINA-SCI’s quotation and in Exhibit A. In the event SANMINA-SCI experiences an increase in cost as a result of changes in the pricing assumptions or the Specifications, SANMINA-SCI shall be entitled to the Price adjustment set forth in Section 6.1. (c) SANMINA-SCI recognizes that CUSTOMER must remain cost competitive in its market to be successful. Both parties recognize that product costs are not controlled entirely by either party. SANMINA-SCI, working jointly with CUSTOMER, shall follow a predefined periodic review of all elements of cost. As a part of this process, Component costs will be reviewed by both Parties on a quarterly basis. Any SANMINA-SCI identified cost reductions in Components or assembly and test processes will be for the benefit of SANMINA-SCI for the first ninety (90) days after effective date of such cost reductions, and will be for the exclusive benefit of CUSTOMER thereafter. Cost reductions identified by CUSTOMER will be for the exclusive benefit of CUSTOMER immediately upon the effective date of such cost reduction. For purposes of the foregoing, the “effective date of such cost reductions” will be the date on which all Components “on hand” or “on order” have either been (i) consumed, (ii) returned to Vendor or (iii)

Other Price Adjustments. (a) CUSTOMER acknowledges that the Prices set forth in Exhibit A are based on the forecasted volumes provided by CUSTOMER to SANMINA-SCI. In the event CUSTOMER fails to purchase Product in sufficient volumes consistent with the quoted prices, SANMINA-SCI reserves the right to billback CUSTOMER for the difference between the prices paid and the prices associated with such lower volumes. (b) CUSTOMER acknowledges that the Prices are based on the Specifications and the assumptions set forth in SANMINA-SCI's bid letter and in Exhibit A. In the event SANMINA-SCI experiences an increase in cost as a result of changes in the pricing assumptions or the Specifications, SANMINA-SCI shall be entitled to the Price adjustment set forth in Section 6.1.

Other Price Adjustments. (a) In the event SANMINA-SCI experiences an increase or decrease in costs as a result of changes in the Specifications, the Prices shall be adjusted in accordance with Section 6.1. (b) Pricing and costs will be reviewed, verified and benchmarked by both Parties on a [***] basis. Prices may be adjusted, with CUSTOMER’s approval, not to be unreasonably withheld, on a [***] basis. (c) Notwithstanding and without limiting the generality of the foregoing, any [***] cost reductions in Components or assembly and test processes will be [***] For purposes of the foregoing, the “effective date of such cost reductions” will be the date on which all Components “on hand” or “on order” have either been (i) consumed, (ii) returned to Vendor or (iii) bought down in accordance with and subject to Section 4.2. For purposes of the foregoing, “bought down” means a payment by CUSTOMER of the difference between the old price of the Component and the new price of the Component.

Other Price Adjustments. 2.3.1 DARKPULSE acknowledges that the Prices set forth in Exhibit A are based on the predictive Product Price model in Exhibit A, that is based on Product volumes provided by DARKPULSE to SANMINA, and the projected inventory turns. In the event DARKPULSE fails to purchase Product in sufficient volumes consistent with the quoted prices, SANMINA reserves the right to bill back DARKPULSE for the difference between the Prices paid and the prices associated with such lower volumes. 2.3.2 DARKPULSE acknowledges that the Prices are based on the Specifications and the assumptions set forth in SANMINA’s quotation and in Exhibit A. In the event SANMINA experiences an increase in cost as a result of changes in the Price assumptions or the Specifications, SANMINA shall be entitled to the Price adjustment set forth in Section 6.1. 3. PAYMENT TERMS/SETOFF/CREDIT LIMIT

Other Price Adjustments. The Sellers' failure to sell, assign, transfer, and deliver the following Transferred Assets will not be a basis to terminate this Agreement, but will reduce the Aquis Shares portion of the Purchase Price by the following amounts: (i) For an unexpired lease ("SITE LEASE") for use of an Other Midwest Transmitter Site, Purchaser may, in its sole and absolute discretion, require that a Site Lease for an Other Midwest Transmitter Site be assigned at Closing and, in that event, Purchaser agrees to pay one-half of the cure amount required under Bankruptcy Code section 365 to effect the assignment and the amount of Purchaser's portion of the cure amount will be deducted from the Aquis Shares portion of the Purchase Price. (ii) For equipment missing from an Other Midwest Transmitter Site: $18,000 per site.

Other Price Adjustments. (a) UTS acknowledges that the Prices quoted are based on the Forecasted volumes provided by UTS to EMS. In the event UTS fails to purchase Product in sufficient volumes consistent with the quoted prices, EMS reserves the right update its future monthly quotes to reflect decreased volumes. (b) UTS acknowledges that the Prices are based on the Specifications and the assumptions set forth in EMS’ quotation. In the event EMS experiences an increase in cost as a result of changes in the pricing assumptions or the Specifications, EMS shall be entitled to re-quote the Product to account for such changes.

Other Price Adjustments. (a) CUSTOMER acknowledges that the Prices set forth in Exhibit A are based on the forecasted volumes provided by CUSTOMER to VENUSA. In the event CUSTOMER fails to purchase Product in quantities consistent with the Prices set forth in Exhibit A, VENUSA reserves the right to xxxx back CUSTOMER for the difference between the prices paid and the prices commensurate with such quantities volumes. In the event that the CUSTOMER purchases Product in quantities greater than those forecast, CUSTOMER reserves the right to take pricing rebates for the difference between the prices paid and the prices commensurate with such greater quantities. Such reconciliation will be performed semi-annually in January and July. (b) Products pricing throughout the duration of this Agreement specified on Exhibit A or as quoted on VENUSA’s bid letters, is subject to adjustment for increases in VENUSA’s basic material costs. Such increases may be adopted quarterly. VENUSA will provide corroborating evidence of any cost increase. Both VENUSA and CUSTOMER will devote diligent efforts towards avoidance of material cost increases through customary and normal business practices. (c) CUSTOMER and VENUSA will mutually establish a scrap rate that is intrinsic to the Product and is based on actual production. This will be reviewed quarterly at a minimum. The scrap rate will be used to appropriately adjust Price.