Possible Upward Adjustments Sample Clauses

Possible Upward Adjustments. Should Seller determine (or should Buyer, in the course of its due diligence reviews contemplated by Section 7.1 above, determine) that the ownership of any Property entitles Seller to a greater number of Net Leased Mineral Acres for a Lease than that shown on Exhibit A for such Lease, then such party shall propose an upward adjustment to the Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in Section 7.6 above with respect to adjustments for Asserted Defects. The party making such assertion or determination shall notify the other party no later than the Defect Deadline, Seller shall convey said interests to Buyer at Closing and Buyer shall pay Seller the additional amounts computed in accordance with this Section, as adjusted by the provisions of Article XI. At the time of the Conveyance, such additional interest shall be considered a Property pursuant to this Agreement for all purposes.
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Possible Upward Adjustments. Should Seller determine (or should Buyer, in the course of its due diligence reviews contemplated by Section 4.1 above, determine) that (i) the ownership of the Properties by Seller entitles Seller to a decimal share of the production from a well or unit listed on Exhibit 4.1 greater than the decimal share shown for such well or unit under the column headed "Net Revenue Interest" on such Exhibit 4.1, then Seller may propose an upward adjustment to the Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in Section 4.2(a) above with respect to adjustments for Asserted Defects. The party making such determination shall notify the other party no later than three business days prior to Closing.
Sample 1
Possible Upward Adjustments. Should any Seller determine (or should Buyer, in the course of its due diligence reviews contemplated by Section 7.1 above, determine) (a) that the ownership of the Properties by such Seller entitles such Seller to a decimal share of the production from a Lease listed on Exhibit A greater than the decimal share shown for such Lease under the column headed “Net Revenue Interest” on Exhibit A, or (b) that the ownership of any Property entitles such Seller to a greater number of Net Leased Mineral Acres for a Lease than that shown on Exhibit A for such Lease, then such party shall propose an upward adjustment to the Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in Section 7.6 above with respect to adjustments for Asserted Defects. The party making such assertion or determination shall notify the other party no later than the Defect Deadline; provided, that if the additional interest claimed by Seller or Buyer is the subject of a claim by a third party, the Purchase Price shall remain subject to an increase for such additional interest. Within fifteen (15) days of Seller delivering notice to the Buyer of such final non-appealable decision or settlement resulting in an additional interest in the Properties, the parties shall hold an additional closing for such additional interest at which such Seller shall convey the additional interest to Buyer pursuant to the form of Conveyance and Buyer shall pay such Seller the additional amounts computed in accordance with this Section, as adjusted by the provisions of Article XI. At the time of the Conveyance, such additional interest shall be considered a Property pursuant to this agreement for all purposes.
Sample 1
Possible Upward Adjustments. Should Seller determine (or should Buyer, in the course of its due diligence reviews contemplated by Section 7.1, determine) that the ownership of the Properties by Seller entitles Seller to a decimal share of the production from a well or unit listed on Schedule I greater than the decimal share shown for such well or unit under the column headed "Net Revenue Interest" on such Schedule I, then Seller may propose an upward adjustment to the Base Purchase Price to account for such fact. The party making such determination shall notify the other party no later than March 27, 2007. Any proposed upward adjustment to the Base Purchase Price shall be reduced by the aggregate Defect Amount, if any, which, for this purpose only, shall include Defect Amounts of less than $50,000.
Sample 1
Possible Upward Adjustments. Should Seller determine (or should Buyer, in the course of its due diligence reviews contemplated by Section 7 above, determine) that (i) the ownership of the Properties by Seller entitles Seller to a decimal share of the production from a well, or unit, or PDNP or PUD location listed on Schedule I greater than the decimal share shown for such well, or unit, or PDNP or PUD location under the column headed Net Revenue Interest on such Schedule I, or (ii) with respect to any well or unit listed on Schedule I, Seller and its predecessors in title have collectively taken less gas from such well or unit than the ownership of such well or unit would entitle them to take (underproduced position) or with respect to any well or unit for which an overproduced position (e.g. a situation where Seller and its predecessors in title have collectively taken more gas from such well or unit than the ownership of such well or unit would entitle them to receive) is disclosed on Exhibit 7(b)(iv) an overproduced position exists that is less than 100% of that so disclosed on the exhibit, then Seller may propose an upward adjustment to the Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in (A) Section 8(b)(iii) above with respect to underproduced positions and (B) Section 8(a) above with respect to all other such matters. The party making such determination shall notify the other party no later than three (3) days before Closing.
Sample 1
Possible Upward Adjustments. Should Seller determine (or should Buyer, in the course of its due diligence reviews contemplated by Section 7 above, determine) that (i) the ownership of the Properties by Seller entitles Seller to a decimal share of the production from a Property listed on Exhibit A-2 greater than the decimal share shown for such Property under the column headed “Net Revenue Interest” on such Exhibit A-2, or (ii) the ownership by Seller of the Properties entitles Seller to a number of Total Net Undeveloped Acres (calculated as provided in Section 7 above) for the Undeveloped Area which is greater than that shown for the Undeveloped Area on Exhibit A-3, then Seller may propose an upward adjustment to the Cash Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in Sections 8(a) and 8(b) above with respect to adjustments for Asserted Defects. The party making such determination shall notify the other party no later than the Defect Date. The limitations set forth in Section 8(d) below shall also apply in the same manner to any potential upward adjustments pursuant to this Section 8(c).
Sample 1
Possible Upward Adjustments. Should Seller determine (or should Purchaser, in the course of its due diligence reviews contemplated by Section 3.2 above, determine) that (i) the ownership of the Warranted Properties by Seller entitles Seller to additional acres relating to Lease(s) or Prospect(s), a decimal share of the production from a Well (as to currently producing completions) or Unit (as to currently producing formations) or PUD Location (as to projected objective formation shown on the Allocation Schedule) listed on the Allocation Schedule greater than the decimal share shown for such Well or Unit or PUD Location under the column headed “Net Revenue Interest” on such Allocation Schedule, then Seller may propose an upward adjustment to the Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in Section 3.2 above with respect to adjustments for Asserted Title Defects. The Party making such determination shall notify the other Party no later than sixty (60) days after the Closing Date.
Sample 1
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Possible Upward Adjustments. Should Seller determine (or should --------------------------- Buyer, in the course of its due diligence reviews contemplated by Section 7 above, determine) that the ownership of the Properties by Seller entitles Seller to a decimal share of the production from a well or unit listed on EXHIBIT B greater than the decimal share shown as the "Revenue Interest" for such well or unit on such EXHIBIT B, then Seller may propose an upward adjustment to the Purchase Price to account for such fact, in which case such adjustment shall be handled in the same manner as provided in Section 8(a) above with respect to adjustments for Asserted Defects. The party making such determination shall notify the other party no later than the Closing Date.
Sample 1

Related to Possible Upward Adjustments

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Performance Adjustment One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • Performance Adjustment Rate Except as otherwise provided in sub-paragraph (e) of this paragraph 3, the Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Portfolio and the Index each being calculated to the nearest .01%) that the Portfolio's investment performance for the performance period was better or worse than the record of the Index as then constituted. The maximum performance adjustment rate is 0.20%. For purposes of calculating the performance adjustment of the portfolio, the portfolio's investment performance will be based on the performance of the retail class. The performance period will commence with the first day of the first full month following the retail class's commencement of operations. During the first eleven months of the performance period for the retail class, there will be no performance adjustment. Starting with the twelfth month of the performance period, the performance adjustment will take effect. Following the twelfth month a new month will be added to the performance period until the performance period equals 36 months. Thereafter the performance period will consist of the current month plus the previous 35 months. The Portfolio's investment performance will be measured by comparing (i) the opening net asset value of one share of the retail class of the Portfolio on the first business day of the performance period with (ii) the closing net asset value of one share of the retail class of the Portfolio as of the last business day of such period. In computing the investment performance of the retail class of the Portfolio and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long-term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205-1 or any other applicable rules under the Investment Advisers Act of 1940, as the same from time to time may be amended.

  • Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • Market Value Adjustment Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

  • Sustainability Adjustments (a) DEI may deliver a Pricing Certificate to the Administrative Agent in respect of the most recently ended calendar year on any date prior to the date that is 120 days following the last day of such calendar year (the date the Administrative Agent’s receipt thereof, each a “Pricing Certificate Date”), which DEI may or may not do, in its sole discretion. If DEI so delivers a Pricing Certificate in respect of a calendar year, (i) the Applicable Percentage for the Revolving Loans incurred by DEI shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Margin Adjustment as set forth in the KPI Metrics Certificate delivered with such Pricing Certificate, and (ii) the Applicable Percentage for the Facility Fee for Commitments under the DEI Sublimit shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Fee Adjustment as set forth in such KPI Metrics Certificate. If no Pricing Certificate is so delivered in respect of a calendar year, the Sustainability Margin Adjustment and the Sustainability Fee Adjustment in respect of such calendar year shall be determined pursuant to Section 1.7(c). For purposes of the foregoing, (A) if a Pricing Certificate is so delivered for any calendar year, the Sustainability Margin Adjustment and the Sustainability Fee Adjustment shall be determined as of the fifth Business Day following the Pricing Certificate Date for such Pricing Certificate based upon the KPI Metrics for such calendar year set forth in the KPI Metrics Certificate delivered with such Pricing Certificate and the calculations of the Sustainability Margin Adjustment and the Sustainability Fee Adjustment in such KPI Metrics Certificate and (B) if no Pricing Certificate is so delivered in respect of such calendar year, the Sustainability Margin Adjustment and the Sustainability Fee Adjustment shall be determined pursuant to Section 1.7(c) effective as of the Business Day immediately following the date that is 120 days following the last day of such calendar year (such fifth (5th) Business Day or such Business Day, as applicable, each a “Sustainability Pricing Adjustment Date”). Each change in the Applicable Percentages on any Sustainability Pricing Adjustment Date shall be effective during the period commencing on and including such Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next Sustainability Pricing Adjustment Date. (b) For the avoidance of doubt, only one Pricing Certificate (or, in the case of non-delivery of a Pricing Certificate, zero Pricing Certificates) may be delivered in respect of any calendar year. It is further understood and agreed that the Applicable Percentage for Revolving Loans incurred by DEI will never be reduced or increased by more than 0.05% and that the Applicable Percentage for the Facility Fee for Commitments under the DEI Sublimit will never be reduced or increased by more than 0.01%, pursuant to the Sustainability Margin Adjustment and the Sustainability Fee Adjustment, respectively, on any Sustainability Pricing Adjustment Date. For the avoidance of doubt, any adjustment to the Applicable Percentages for such Revolving Loans or such Facility Fee by reason of meeting one or several KPI Metrics in any calendar year shall not be cumulative year-over-year. The adjustments pursuant to this Section made on any Sustainability Pricing Adjustment Date shall only apply for the period until the date immediately preceding the next Sustainability Pricing Adjustment Date. (c) It is hereby understood and agreed that if no such Pricing Certificate with respect to a calendar year is delivered by DEI within the period set forth in this Section 1.7, the Sustainability Margin Adjustment will be positive 0.05% and the Sustainability Fee Adjustment will be positive 0.01% commencing on the last day of such period and continuing until the day immediately prior to the next Sustainability Pricing Adjustment Date. (d) If (i)(A) a Borrower or any Lender becomes aware of any material inaccuracy in the Sustainability Margin Adjustment, the Sustainability Fee Adjustment or the KPI Metrics as reported in a Pricing Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and, in the case of any Lender, such Lender delivers, not later than 10 Business Days after obtaining knowledge thereof, a written notice to the Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrowers), or (B) the Borrowers and the Lenders agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, and (ii) a proper calculation of the Sustainability Margin Adjustment, Sustainability Fee Adjustment or the KPI Metrics would have resulted in an increase in the Applicable Percentages for the Revolving Loans incurred by DEI and the Facility Fee for Commitments under the DEI Sublimit for any period, the Borrowers shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders, 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 any Borrower under the Bankruptcy Code (or any comparable event under non-U.S. debtor relief laws), automatically and without further action by the Administrative Agent or any Lender), but in any event within 10 Business Days after the Borrowers have received written notice of, or have agreed in writing that there was, a Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such period over (2) the amount of interest and fees actually paid for such period. If a Borrower becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Margin Adjustment, Sustainability Fee Adjustment or the KPI Metrics would have resulted in a decrease in the Applicable Percentages for the Revolving Loans incurred by DEI and the Facility Fee for Commitments under the DEI Sublimit for any period, then, upon receipt by the Administrative Agent of notice from the Borrowers of such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Margin Adjustment, Sustainability Fee Adjustment or the KPI Metrics, as applicable), commencing on the Business Day following receipt by the Administrative Agent of such notice, the Applicable Percentages for the Revolving Loans incurred by DEI and the Facility Fee for Commitments under the DEI Sublimit shall be adjusted to reflect the corrected calculations of the Sustainability Margin Adjustment, Sustainability Fee Adjustment or the KPI Metrics, as applicable. (e) It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default; provided, that, the Borrowers comply with the terms of this Section 1.7 with respect to such Pricing Certificate Inaccuracy. Notwithstanding anything to the contrary herein, unless such amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to a Borrower under the Bankruptcy Code (or any comparable event under non-U.S. debtor relief laws), (a) any additional amounts required to be paid pursuant the immediate preceding paragraph shall not be due and payable until the date that is 10 Business Days after a written demand is made for such payment by the Administrative Agent in accordance with such paragraph, (b) any nonpayment of such additional amounts prior to or upon such demand for payment by Administrative Agent shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be deemed overdue prior to the date that is 10 Business Days after such a demand or shall accrue interest at the rate provided in Section 3.1(b) prior to the date that is 10 Business Days after such a demand. (f) Each party hereto hereby agrees that neither the Administrative Agent nor the Co-Sustainability Structuring Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by any Borrower of any Sustainability Margin Adjustment or Sustainability Fee Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any Pricing Certificate (and the Administrative Agent and the Co-Sustainability Structuring Agent may rely conclusively on any such certificate, without further inquiry). (g) As soon as available and in any event within 120 days following the end of each calendar year (commencing with the calendar year ending December 31, 2021), a Pricing Certificate for the most recently-ended calendar year may be provided by DEI as set forth in this Section 1.7; provided, that, for any calendar year the Borrowers may elect not to deliver a Pricing Certificate, such election shall not constitute a Default or Event of Default (but such failure to so deliver a Pricing Certificate by the end of such 120-day period shall result in the Sustainability Margin Adjustment and Sustainability Fee Adjustment being applied as set forth in Section 1.7(c). (h) In the event Borrowers or any of their Subsidiaries acquire or divest a business, facility or Subsidiary with Capacity in excess of 100MW, the Renewable Energy Generation Capacity Percentage Target and the Renewable Energy Generation Capacity Percentage Threshold shall be adjusted to account for such acquisition or divestiture such that the Renewable Energy Generation Capacity Percentage Target and the Renewable Energy Generation Capacity Percentage Threshold remain neutral to such acquisition or disposition in a manner and methodology that are the same as those used in determining the original Renewable Energy Generation Capacity Percentage Target and the Renewable Energy Generation Capacity Percentage Threshold. The Borrowers shall deliver to the Administrative Agent and the Lenders a certificate that (i) calculates in reasonable detail such adjusted Renewable Energy Generation Capacity Percentage Target and Renewable Energy Generation Capacity Percentage Threshold and (ii) restates Exhibit 1.7-1 with such adjusted amounts, and, if Lenders constituting Required Lenders have not objected to such adjusted Renewable Energy Generation Capacity Percentage Target and Renewable Energy Generation Capacity Percentage Threshold within 5 Business Days of such delivery, then Exhibit 1.7-1 shall be deemed amended to reflect such adjusted Renewable Energy Generation Capacity Percentage Target and Renewable Energy Generation Capacity Percentage Threshold.

  • Determination of Adjustments If any questions will at any time arise with respect to the Exercise Price or any adjustment provided for in Section 4.8, such questions will be conclusively determined by the Company’s Auditors, or, if they decline to so act any other firm of certified public accountants in the United States of America that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and the Holders of the Warrants.

  • Equitable Adjustments (1) If the Contracting Officer confirms that Government conduct effected a change as alleged by the Contractor, and the conduct causes an increase or decrease in the Contractor's cost of, or the time required for, performance of any part of the work under this contract, whether changed or not changed by such conduct, an equitable adjustment shall be made-- (i) In the contract price or delivery schedule or both; and (ii) In such other provisions of the contract as may be affected. (2) The contract shall be modified in writing accordingly. In the case of drawings, designs or specifications which are defective and for which the Government is responsible, the equitable adjustment shall include the cost and time extension for delay reasonably incurred by the Contractor in attempting to comply with the defective drawings, designs or specifications before the Contractor identified, or reasonably should have identified, such defect. When the cost of property made obsolete or excess as a result of a change confirmed by the Contracting Officer under this clause is included in the equitable adjustment, the Contracting Officer shall have the right to prescribe the manner of disposition of the property. The equitable adjustment shall not include increased costs or time extensions for delay resulting from the Contractor's failure to provide notice or to continue performance as provided, respectively, in (b) and (c) above.

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

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