Provisional Adjustment Sample Clauses
A Provisional Adjustment clause allows for temporary or estimated values to be used in a contract until final figures can be determined. In practice, this means that payments, quantities, or other contractual metrics may be based on initial estimates, with a later reconciliation once actual data is available. This clause ensures that work or payments can proceed without delay, while also providing a mechanism to correct any discrepancies, thereby reducing the risk of disputes and ensuring fairness once final information is known.
POPULAR SAMPLE Copied 4 times
Provisional Adjustment. Not less than three (3) business days nor more than five (5) business days prior to the Closing Date, Seller shall have prepared and delivered to Purchaser a statement (“Seller’s Closing Statement”) setting forth Seller’s pre-Closing estimates of the Loan Balance, the Qualified Retail RMR and the Qualified Wholesale RMR based on all applicable information available to Seller at such time, and the calculation of the Loan Adjustment and the RMR Adjustments as based on such estimates; provided, however, solely for purposes of calculating the portion of the Provisional Adjustment attributable to the RMR Adjustments, the determination of whether an Assumed Alarm Contract is a Qualified Alarm Contract shall be made as of the date of Seller’s Closing Statement (rather than as of the Adjustment Date). Seller’s Closing Statement shall be accompanied by: (i) supporting schedules setting forth in reasonable detail the determination of the Loan Balance, and (ii) as to the Qualified Retail RMR and the Qualified Wholesale RMR, a provisional draft of Schedule 1.1(d), which shall distinguish between Qualified Alarm Contracts and Non-Qualified Alarm Contracts and shall indicate the RMR for each Assumed Alarm Contract. The net aggregate amount (positive or negative) of such pre-Closing determinations of the Loan Adjustment and the RMR Adjustments (such net aggregate amount, the “Provisional Adjustment”) shall result in an adjustment (increase if positive or decrease if negative) to the Base Purchase Price (as so adjusted, the “Provisional Purchase Price”).
Provisional Adjustment. Not less than five (5) business days prior to the Closing Date, Seller shall prepare and deliver to Purchaser a statement ("Seller's Closing Statement") in the form set forth in EXHIBIT A, setting forth Seller's pre-closing estimates of the Closing Loan Balances and the Closing Net Working Capital based on all applicable information available to Seller at such time, and the calculation of the Loan Adjustments and the Working Capital Adjustment as based on such estimates. Seller's Closing Statement shall be accompanied by: (i) supporting schedules setting forth in reasonable detail the determination of the Closing Loan Balances, and (ii) as to Closing Net Working Capital, a provisional balance sheet of Seller as of the Closing Date, together with supporting schedules setting forth in reasonable detail all assets and liabilities included therein. The net aggregate amount (positive or negative) of such pre-closing determinations of the Loan Adjustments and the Working Capital Adjustment (such net aggregate amount, the "Provisional Adjustment") shall be applied in adjustment (increase if positive or decrease if negative) of the Base Purchase Price otherwise payable by Purchaser at Closing.