True-Up Adjustment. The following transfer shall be made promptly after the date that the Final Pension Transfer Amount is determined as set forth above: (A) if the Final Pension Transfer Amount exceeds the Initial Transfer Amount, Cadbury shall promptly cause to be transferred from the Cadbury Pension Plan trust to the DPSG Pension Plan trust assets having a Value equal to such excess and (B) if the Initial Transfer Amount exceeds the Final Pension Transfer Amount, DPSG shall promptly cause to be transferred from the DPSG Pension Plan trust to the Cadbury Pension Plan trust assets having a Value equal to such excess.
True-Up Adjustment. For each fiscal year, the parties shall review the ------------------ actual level of Services provided by STI, and the corresponding actual direct and indirect costs incurred by STI in performing such Services. The parties agree that if such actual costs are greater than or less than the Service Fees specified in Appendix A for such fiscal year, such difference shall be charged to or refunded to SSI, as the case may be, within thirty (30) days after such review.
True-Up Adjustment. The following transfer shall be made promptly after the date that the Final Pension Transfer Amount is determined as set forth above: (A) if the Final Pension Transfer Amount exceeds the Initial Transfer Amount, Xxxxxx Xxxxxxx shall promptly cause to be transferred from the MS Pension Plan trust to the Discover Pension Plan trust assets having a Value equal to such excess and (B) if the Initial Transfer Amount exceeds the Final Pension Transfer Amount, Discover shall promptly cause to be transferred from the Discover Pension Plan trust to the MS Pension Plan trust assets having a Value equal to such excess.
True-Up Adjustment a) At the [***], the Parties shall adjust the Item Price for the [***] based on the [***], relative to the [***] (this is the “[***] Cell [***]”).
b) This adjustment is subject to the following:
i) The Parties will determine the [***] quantities of ‘[***]’ lithium-ion battery cells produced in Japan and sold to Tesla, any Affiliate of Tesla, or any authorized purchaser of Tesla (the “[***] Tesla Quantity B”), [***].
ii) If and to the extent that the [***] Tesla Quantity is [***], the adjustment shall be based on [***] in the [***] Tesla Quantity B;
True-Up Adjustment. Each of the parties hereto acknowledge that certain of the Lenders are not Existing Lenders and that the Pro Rata Shares have been adjusted from the Pro Rata Shares under the Existing Credit Agreement. Accordingly, on the Closing Date, the Lenders identified on Annex I attached hereto as Purchasing Lenders shall purchase an aggregate amount of Loans consisting of Existing Revolving Obligations from the Lenders identified as Selling Lenders on Annex I in the amounts specified in Annex I and the Selling Lenders shall sell and assign such amount of Loans consisting of Existing Revolving Obligations to the Purchasing Lenders. Such purchase and assignment shall be effected by delivery by the Purchasing Lenders to the Administrative Agent via wire transfer in immediately available funds on the Agreement Date of the amount corresponding to each Purchasing Lender on Annex I and, upon receipt of such funds, the Administrative Agent shall deliver to each Selling Lender on the Agreement Date via wire transfer in immediately available funds the amount corresponding to each Selling Lender on Annex I. Such purchase and sale shall be without recourse to, or warranty of, any Selling Lender, except that each Selling Lender represents that it is the legal and beneficial owner of the Loans being assigned and that such Loans are free and clear of any adverse claim created by such Selling Lender. Each Purchasing Lender's obligation to purchase the interests set forth in Annex I from the Selling Lenders shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Purchasing Lender or any other Person may have or claim against the Selling Lender, the Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender's Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the Borrower, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Selling Lender by any Purchasing Lender, the Selling Lender shall be entitled to recover such amount on demand from such Purchasing...
True-Up Adjustment. When the True-Up Amount is finally determined (including pursuant to 10.1.3, if applicable), the True-Up Amount will be paid in the following manner:
(a) If the True-Up Amount is a positive number, Purchaser shall pay to Seller the amount thereof by wire transfer of immediately available funds no later than ten (10) days after the True-Up Amount is finally determined pursuant to Section 10.1.3.
(b) If the True-Up Amount is a negative number, Seller shall (and Shareholders shall cause Seller to) pay to Purchaser the amount thereof by wire transfer of immediately available funds no later than ten (10) days after the True-Up Amount is finally determined pursuant to Section 10.1.3.
True-Up Adjustment. (i) If the True-Up Adjustment as finally determined in accordance with the provisions of Section 3.6 is in the Parent’s favor, then no later than five (5) Business Days after such final determination, (x) the Representative and the Parent shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to make (A) a disbursement from the Working Capital Escrow Funds to the Parent in the amount equal to the True-Up Adjustment up to the amount of the Working Capital Escrow Funds, and (B) a disbursement from the Working Capital Escrow Funds to the Disbursement Agent (for further distribution to the Holders in accordance with this Article 3 and the Disbursement Agent Agreement) in an amount, if any, by which the Working Capital Escrow Funds exceeds the amount disbursed pursuant to clause (A) of this sentence, and (y) if the True-Up Adjustment exceeds the available Working Capital Escrow Funds, the Principal Equityholders, jointly and not severally, shall be obligated to pay to the Parent an amount equal to such excess.
(ii) If the True-Up Adjustment as finally determined in accordance with the provisions of Section 3.6 is in the Representative’s favor, then no later than five (5) Business Days after such final determination, (i) the Representative and the Parent shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse the Working Capital Escrow Funds to the Disbursement Agent (for further distribution to the Holders in accordance with this Article 3 and the Disbursement Agent Agreement), and (ii) the Parent shall pay an amount equal to the True-Up Adjustment to the Disbursement Agent (for further distribution to the Holders in accordance with this Article 3 and the Disbursement Agent Agreement).
(iii) If the party that owes any amount under this Section 3.6(g) does not so pay, or cause to be paid, to the other party by the due date, any such amount due shall be deemed Losses under Article 10, which Losses together with interest at a rate of eight percent (8%) per annum shall be paid in full without regard to the limitations set forth in Article 10.
True-Up Adjustment. In the event of the exercise of the option under Section 2.3(a) any capital distributions made by CPH LLC to CHF, or capital contributions made by CHF to CPH LLC, during the period from and after the Closing Date through the date of conversion shall be repaid to CPH LLC or CHF, respectively, without payment of interest or other earnings. In addition, CHF will receive the benefit of any dividend paid by CPH Inc. on its Common Stock (of any class) during the period from the Closing Date through the date of conversion. The number of Issued Shares shall be adjusted for any stock split, stock dividend, dividend of any rights to acquire stock or similar event or recapitalization of CPH, Inc. occurring prior to the exercise of the option so that CHF will receive the number of Issued Shares as it would have had the option been exercised immediately prior to such event or recapitalization.
True-Up Adjustment a) At the beginning of each New Year, the Parties shall adjust the Item Price for the first calendar [***] of the New Year as set forth in Section 3)b) below based on [***] during the preceding calendar year (as applicable, the “Prior Year”) [***].
b) This adjustment is subject to the following:
i) The Parties will determine the [***] (the “[***] Quantity”), or [***] (the “[***] Quantity”) [***] (collectively, the [***] Quantity and [***] Quantity are referred to herein as the “Actual Quantity”). The Actual Quantity shall include [***].
ii) If and to the extent that the [***] Quantity is [***];
iii) If and to the extent that the [***] Quantity is [***]; and
iv) If and to the extent that the [***] Quantity is [***].
True-Up Adjustment
