Sale Price Adjustments Sample Clauses

Sale Price Adjustments. Buyer may, by delivery of written notice to Seller of the existence of a Title Defect, request reduction of the sale price for the property affected. Seller may request an increase in the sale price of a property by delivery to Buyer of written notice that the net revenue interest actually owned by Seller therein is greater than that shown on Exhibit "A". Any such notice by Buyer or Seller shall include appropriate evidence to substantiate its position and shall be delivered to the other party on or before twenty (20) days after closing. In the event any such notice is not timely delivered, the claimant shall thereafter have no right to claim a Title Defect or different revenue interest. Upon timely delivery of a notice either by Buyer of a Title Defect or by Seller of an increase or decrease in net revenue interest, Buyer and Seller shall meet and use their best efforts to agree on the validity of the claim and the amount of any required price adjustment based on the following formula:
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Sale Price Adjustments. The unadjusted Sale Price shall be adjusted as follows, but only with respect to matters (i) in the case of Section 14(b), for which notice is given on or before the Defect Claim Date, and (ii) in the case of Sections 14(c), (d), (e), (f), and (g) identified on or before February 1, 2008:
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Sale Price Adjustments. Buyer and Seller expressly agree that, in the ---------------------- event Seller is determined to own a greater interest in any of the Interests than shown on Xxxxxxxx "X-x", "X-0", "X-0", "X-0" and "A-S", the Sale Price shall be increased, based on the Allocated Value(s) of such Interest(s).
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Sale Price Adjustments. Sale Price adjustments shall be determined in good faith and in accordance with the following guidelines:
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Sale Price Adjustments. Buyer may, in good faith, by delivery of written notice to Seller of the existence of a Defect pursuant to the terms of Paragraphs 9 and 10 (a "Defect Notice"), request an adjustment to the Sale Price for the property affected. Seller may, in good faith, request an adjustment to the Sale Price by delivery of written notice to Buyer that the net revenue interest actually owned by Seller therein is greater than that shown on Exhibit "A-2". Defect Notices submitted by Buyer before Closing shall be delivered no later than two (2) business days prior to Closing. Either Buyer or Seller may also provide such a notice seeking a post-Closing Sale Price adjustment if such notice is delivered to the other party on or before January 31, 2004. The parties, acting diligently and in good faith, shall use reasonable efforts to agree on the existence of any asserted Defects, and the value of the asserted Defects as hereafter provided (the "Defect Value"). With respect to a Defect Notice submitted by Buyer prior to Closing, Seller shall, by written notice delivered to Buyer no later than the day before Closing, either (i) elect to retain the affected Property and the Sale Price shall be reduced by the Allocated Value thereof, (ii) waive its right to cure such Defect, convey the affected Property to Buyer in its current condition at Closing and accept a reduction in the Sale Price in an amount equal to the Defect Value therefore, or (iii) notify Buyer of its intent to cure such Defect after Closing without adjustment to the Sale Price at Closing; provided that Seller shall be under no obligation to affect such post-Closing cure. Seller's failure to timely make such an election shall be deemed an election to convey the affected Property under clause (iii) above. Notwithstanding the forgoing, Seller may not make (nor be deemed to have made) an election under clause (iii) above with respect to any Defect not reasonably susceptible to cure within 120 days after the date of the Defect Notice. With respect to Defects not so susceptible to cure, the affected Property shall, at Seller's option, either be retained by Seller or conveyed to Buyer at Closing, and the Sale Price shall be reduced at Closing by the Allocated Value of such Property or the applicable Defect Value, as appropriate. Subject to the forgoing, upon timely delivery of a Defect Notice by Buyer, whether before or after Closing, Seller, at Seller's option, may attempt to cure the applicable Defect at Seller's sole ris...
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Sale Price Adjustments. 15 15. Termination. ...........................................................16 16.
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Sale Price Adjustments. The Sale Price shall be adjusted as follows:
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Sale Price Adjustments 
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Related to Sale Price Adjustments

  • Price Adjustments 8.5.1 Not more than once per calendar year, Lonza may adjust the Price in accordance with the [***] for the previous calendar year. The new Price reflecting such Batch Price adjustment shall be effective for any Batch for which the Commencement Date is on or after the date of Lonza’s notice to Customer of the Price adjustment.

  • Base Price Adjustments The base aircraft price (pursuant to Article 3 of the Agreement) of the Option Aircraft will be adjusted to Boeing's and the engine manufacturer's then-current prices as of the date of execution of the Option Aircraft Supplemental Agreement.

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • Conversion Price Adjustments The conversion price shall be subject to adjustment (without duplication) from time to time as follows:

  • Price Adjustment No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Exercise Price Adjustments The Exercise Price shall be subject to adjustment from time to time as follows:

  • Conversion Price Adjustment In the event the Company, shall, at any time following the issuance of the Series A-1 Preference Shares, issue additional Common Shares in a financing transaction the sole purpose of which is to raise capital, at a price per share less than the Conversion Price then in effect, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration paid for such additional Common Shares.

  • Exercise Price Adjustment Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.

  • Warrant Price Adjustment Except as otherwise provided herein, whenever the number of shares of Warrant Stock purchasable upon exercise of this Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of this Warrant shall be adjusted to that price determined by multiplying the Warrant Price immediately prior to such adjustment by a fraction (i) the numerator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to such adjustment, and (ii) the denominator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately thereafter.

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