Terms of Reduction Sample Clauses

Terms of Reduction. In the event the "First Two Year's ------------------ Average Operating Profits" of the "Purchased Entity" is less than EIGHT HUNDRED THOUSAND DOLLARS ($800,000.00) (the "Threshold Amount"), the number of shares of RoTech Stock required to be delivered by Buyer to Seller at the end of the Escrow Period shall be reduced by .2010 shares of RoTech Stock for every ONE DOLLAR ($1.00) of the First Two Year's Average Operating Profits during the Measurement Period below the Threshold Amount, rounded to the nearest full share, with Buyer retaining complete title to and possession of such shares as if Buyer were at all times the sole owner of such shares. For example, in the event the First Two Year's Average Operating Profits of the Purchased Entity during the Measurement Period is SEVEN HUNDRED THOUSAND DOLLARS ($700,000.00), the difference from the Threshold Amount of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) would result in a reduction hereunder of 20,100 shares of RoTech Stock ($100,000 x .2010), with all of such shares being returned to Buyer by the Escrow Agent upon final determination of the First Two Year's Average Operating Profits and with the balance of 36,181 shares of RoTech Stock (less any offsets pursuant to paragraph 4 hereof) delivered to Buyer at the end of the Escrow Period. In the event all of the assets or capital stock of the Buyer is to be sold to a third party, Buyer covenants to negotiate as part of any such transaction, the preservation of the terms of this subparagraph. In the event that the Operating Profits of the Purchased Entity are less than the Threshold Amount, the parties agree that the sole consequence under this Agreement shall be the reduction in the number of shares of RoTech Stock required to be delivered by Buyer to Seller at the end of the Escrow Period. If said reduction results in return of all of the RoTech Stock to Buyer, there shall be no other liability of Seller to Buyer solely for failure to equal or exceed the Threshold Amount.
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Related to Terms of Reduction

  • EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. The Board's delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.

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  • Effective Date and Term This Agreement shall become effective upon execution by the Parties, and remain effective until all equity interests held by Party B in Party C have been transferred or assigned to Party A and/or any other person designated by Party A in accordance with this Agreement.

  • Reductions and Terminations In the event of the reduction, lapse, or termination of a policy or policies reinsured under this Agreement or any other agreement, the Ceding Company will, in order to maintain its full retention, reduce or terminate reinsurance on that life. If there is a reduction on a policy reinsured under this Agreement, the Ceding Company's Retained Share will be adjusted, if necessary, and Reinsured Net Amount at Risk will be recalculated, using the new Specified Amount. If the reduction is on a policy not reinsured under this Agreement, the reinsurance reduction will apply first to the policy or policies being reduced and then, on a chronological basis, to other reinsured policies on the life, beginning with the oldest policy. As a result of such reductions, to the extent necessary, the Ceding Company will recalculate the full available retention defined in Exhibit A for each policy reinsured under this Agreement and recalculate Ceding Company's Retained Share and Reinsured Net Amount at Risk for the policy. Reductions in reinsurance under this provision shall be proportionate to the Reinsurer's share of the total amount of reinsurance on the policy.

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  • Amounts and Terms of Commitments Each Bank severally agrees, on the terms and conditions set forth herein, to make Loans to the Borrowers from time to time on any Business Day during the period from the Refinancing Date to the Commitment Termination Date equal to its Pro Rata Share of the aggregate amount of the Borrowing requested by a Borrower to be made on such day. The Commitment of each Bank and the outstanding principal amount of Loans made by each Bank hereunder shall not exceed at any time the aggregate amount set forth on Schedule II (such amount as the same may be reduced under Section 2.5 or as a result of one or more assignments as permitted herein pursuant to Section 3.7 and Section 9.7, the Bank's "Commitment"); provided, however, that, after giving effect to any Borrowing, the aggregate principal amount of all outstanding Loans shall not at any time exceed the Commitment Amount; and provided, further, that the aggregate principal amount of all Loans outstanding from time to time to a Borrower shall not exceed the Borrowing Base for the relevant Borrower. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.1, repay under the terms hereof and reborrow under this Section 2.1.

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