Revenue Adjustment. The Purchase Price shall be decreased if the product of four times the aggregate revenues from the Business, as reported on the monthly profit and loss statements for the Business for the three full consecutive calendar months most recently completed prior to the Closing Date, less any portion of such revenues attributable to the Excluded Assets (the "Adjusted Annualized Closing Revenues"), are less than $25,762,500. Any decrease in the Purchase Price in accordance with this Section 1.4.3(b) shall be equal to the difference between the Adjusted Annualized Closing Revenues and $25,762,500 multiplied by 400% (the "Revenue Adjustment"); provided, that the Purchase Price shall not be decreased pursuant to this Section 1.4.3(b) to the extent that the Maximum Adjustment Amount shall have been reached.
Revenue Adjustment. The Purchase Price shall be decreased if the product of four times the aggregate revenues from the Business, as reported on the monthly profit and loss statements for the Business for the three full consecutive calendar months most recently completed prior to the Closing Date, less any portion of such revenues attributable to the Excluded Assets (the "Adjusted Annualized Closing Revenues"), are less than $__________. Any decrease in the Purchase Price in accordance with this Section 1.4.3(b) shall be equal to the difference between the Adjusted Annualized Closing Revenues and $__________ multiplied by 400% (the "Revenue Adjustment"); provided, that the Purchase Price shall not be decreased pursuant to this Section 1.4.3(b) to the extent that the Maximum Adjustment Amount shall have been reached.
Revenue Adjustment. In the event the revenue reported in the Company’s annual report for the year ended December 31, 2016, filed by March 31, 2017, is less than $20,000,000, then the Exercise Price will be reduced by a percentage equal to the percentage by which such reported revenue is less than $20,000,000. For example, if the Company reports revenue of $16,000,000 for fiscal year 2016, then the Exercise Price then in effect will be reduced by twenty percent (20%).
Revenue Adjustment. The Purchase Price shall be adjusted (a) downward by an amount equal to all revenues, proceeds, and other monies received by Seller attributable to the ownership or operation of the Subject Assets after November 1, 2009 and (b) upward by an amount equal to all revenues, proceeds and other monies received by Buyer attributable to the ownership or operation of the Subject Assets prior to the close of business on November 1, 2009.
Revenue Adjustment. (a) Following Closing, Parent and the Shareholder Representative shall determine and agree on, following the procedures described in subsections (c), (d), (e) and (f) of this Section 7.5, the Company's Annualized Additional Revenues.
(b) If Measured Revenues are $16,000,000 or more, there shall not be any adjustment to the aggregate Merger Consideration. If Measured Revenues are less than $16,000,000, the aggregate Merger Consideration shall be reduced by an amount equal to the product of (i) $16,000,000 less the amount of Measured Revenues multiplied by (ii) 3.375. This adjustment shall be made in accordance with Section 7.6.
(c) Parent shall prepare a schedule of Annualized Additional Revenues (the "Revenues Schedule") no later than 45 days after the expiration of the Measurement Period and promptly furnish a copy to the Shareholder Representative.
(d) If the Shareholder Representative accepts Parent's Revenues Schedule, or if the Shareholder Representative fails to give Notice to Parent of any objection within 30 days after receipt of a copy of such schedule, Parent's Revenues Schedule shall become binding.
(e) If the Shareholder Representative gives Notice to Parent of an objection to Parent's Revenues Schedule within 30 days after receipt of a copy thereof, Parent and the Shareholder Representative shall attempt in good faith to resolve their differences. In this regard, Parent shall make copies of all relevant Books and Records, workpapers and other information available to the Shareholder Representative and his accounting representatives. If Parent and the Shareholder Representative are able to resolve all of their differences, Parent's Revenues Schedule, as modified to reflect the resolution of the differences between Parent and the Shareholder Representative, shall become binding.
(f) If Parent and the Shareholder Representative are unable to resolve all of their differences within 30 days after the Shareholder Representative gives Notice to Parent of an objection to Parent's Revenues Schedule, Parent and the Shareholder Representative shall submit any disputed items to a mutually acceptable accounting firm for a determination of the correct amounts; provided, however, that in the event that Parent and the Shareholder Representative are not able to agree upon a mutually acceptable accounting firm within 10 calendar days of the date on which both such parties become aware of such dispute, Parent shall select an accounting firm that is not the regul...
Revenue Adjustment. The Purchase Price shall be adjusted: (a) downward by an amount equal to all revenues, proceeds, and other monies received by Seller or any of its Affiliates and attributable to the ownership or operation of the Assets on and after the Effective Date, including any such amounts received under the C&O Agreement; and (b) upward by an amount equal to all revenues, proceeds, and other monies received by Buyer or any of its Affiliates and attributable to the ownership or operation of the Assets prior to Effective Date, including any such amounts received under the C&O Agreement.
Revenue Adjustment. The Cash Portion shall be adjusted as follows: (i) in the event that the Prepaid Revenue exceeds the PPP Arrears (as defined below), the Cash Portion shall be reduced by an amount equal to such excess (and Seller shall immediately deliver payment therefor by check or wire transfer; provided, however, to the extent such excess exceeds the Cash Portion, such excess shall be offset against sums payable (including principal and interest accrued thereon) under the Contingent Note); or (ii) in the event that the Prepaid Revenue is less than the PPP Arrears, the Cash Portion shall be adjusted upward by an amount equal to such deficiency.
Revenue Adjustment. The Revenue Adjustment (which may be a positive or negative amount) shall be an amount equal to:
(a) subject to Clause 4, the net amount (the “Production Income”) of:
(i) all revenues of every kind and nature that accrue during the period from the Adjustment date to the Closing Date (the “Interim Period”) the in respect of the Assets, including proceeds from the sale of production produced from the Lands during the Interim Period (the “Interim Period Production”); minus
(ii) all costs of every kind and nature other than Capital Costs and Income Taxes (but including other Taxes) incurred or accrued in respect of the Assets during the Interim Period, including, without duplication: maintenance costs, operating costs and other costs of Operations; rental and royalty payments; and costs of processing, treating, gathering and transporting the Interim Period Production (“Production Costs”);
(b) the sum of:
(i) subject to Clause 4, an amount equal to the capital costs incurred or accrued in respect of the Assets during the Interim Period (the “Capital Costs”) plus interest at the Prime Rate plus 2% on the Capital Costs paid by ConocoPhillips between the Adjustment Date and the Closing Date from the date of such payment to the Closing Date ; plus
(ii) an amount equal to [Redacted] of the Production Income. No item will be taken into account more than once in the calculation of the Production Revenue.
Revenue Adjustment. In addition to the Adjustment Amount, if any, the Purchase Price shall be adjusted (the “Revenue Adjustment”) as follows: (a) if the aggregate average monthly Net Revenues earned by the Company, USCCP and MSUSA (the “Target Revenue”) for the months of May, June, July and August of 2004 (the “Target Period”) is at least 90% of the aggregate Net Revenues earned by the Company, USCCP and MSUSA for the month of April 2004 (the “Base Revenue”), then there shall be no adjustment to the Purchase Price, (b) if the Target Revenue for the Target Period is equal to or less than US$222,659.72 (the “Minimum Revenue”), then the Purchase Price shall be reduced by US$2,500,0000, or (c) if the Target Revenue for the Target Period is greater than the Minimum Revenue but less than 90% of the Base Revenue, then the Purchase Price shall be reduced by the product of (i) US$2,500,000 multiplied by (ii) the Target Revenue for the Target Period minus the Minimum Revenue divided by (iii) the Base Revenue minus the Minimum Revenue. The Company’s independent accountants will prepare a computation of Target Revenue and deliver such computation to Buyer and Seller by November 1, 2004. If within thirty (30) days following delivery of such computation of Target Revenue, neither Buyer nor Sellers have given the other party notice of their objection to such computation (such notice must contain a reasonably detailed statement of the basis of such objection), then the Target Revenue for the Target Period reflected in such computation will be used in computing the Revenue Adjustment. If either party gives such notice of objection, then the issues in dispute will be submitted to the Accountants for resolution. If issues in dispute are submitted to the Accountants for resolution, (A) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (B) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (C) Buyer and Holdings will each bear 50% of the fees of the Accountants for such determination. Any reduction of the Purchase Price due to a Revenue Adjustment sh...
Revenue Adjustment. The Purchase Price shall be adjusted downward by an amount equal to the sum of all proceeds received by Seller between the Effective Time and the Closing Time (the “Adjustment Period”) attributable to the Assets and that are, in accordance with GAAP, attributable to the period of time after the Effective Time including: (i) proceeds from the sale of Oil and Gas (net of any production royalties or other Burdens on Production, transportation costs and of any Taxes on production including severance, conservation, and ad valorem Taxes, not reimbursed to Seller by the purchaser of production) produced from such Assets during the Adjustment Period and proceeds attributable to prepayments, and (ii) subject to Article IX hereof, proceeds from the sale, salvage or other disposition during the Adjustment Period of any property, equipment or rights included in such Assets; provided that there shall be no downward adjustment of the Purchase Price for proceeds received by Seller after the Effective Time in the form of checks deposited to Seller’s lockbox and which are either: (A) delivered and endorsed over to Buyer, or (B) negotiated by Seller and remitted to Buyer as part of the Final Purchase Price.
