True-Up Amount Sample Clauses

True-Up Amount. The Company shall deliver or cause to be delivered the True-Up Amount in accordance with Section 11.01(a) as promptly as practicable (but not later than five Business Days) after the Exchange Date; provided, however, that any portion of the True-Up Amount that is required to be included pursuant to the proviso of the definition of the “True-Up Amount” shall be delivered as promptly as practicable (but not later than five Business Days) after the relevant Distribution is made.
Sample 1
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True-Up Amount. The True-Up Amount is calculated by multiplying the Economic Interest Variance by the sum of all previous Quarters’ (but not including the current Quarter’s) New Excess Costs. For example, in Q4 of the [**] Post-Launch Year, the Economic Interest Variance of [**]% ([**]%-[**]%) is multiplied by the sum of $[**], $[**], and $[**] (but not $[**]) to yield $[**].
Sample 1
True-Up Amount. Party A shall calculate the True-up Amount on each New York Business Day and inform Party B of such calculation as part of the Aggregate Delivery Amount in accordance with Part 8(d). EXHIBIT I XXXX-XXXXX COUNTERPARTY NOTIFICATION Title VII of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (“Xxxx-Xxxxx”) introduced wide-ranging measures designed to introduce transparency and accountability to the swaps markets. Many of these measures are in effect at this time and additional measures may come into effect in the future. While many of these measures, such as swap data reporting and recordkeeping, clearing and mandatory trading, have broad applicability, a significant number of rules impose new requirements on the newly created registrant categories of swap dealers and major swap participants that must register with the Commodity Futures Trading Commission (“CFTC”). These measures, including the external business conduct standards rule,1 require swap dealers to provide notifications to you as the swap counterparty. The purpose of this counterparty notification (“Counterparty Notification”) is to provide you with the required notifications to enable us to offer and engage in “Swaps” 2 activity with you (as defined in the Commodity Exchange Act (“CEA”) and the relevant rules of the CFTC). To the extent that you are acting as agent on behalf of any clients, investors, funds, accounts and/or other principals (“Counterparties”) that have one or more swap transactions or swap master agreements outstanding with any of the entities listed at the end of this notification, this Counterparty Notification is being provided to these Counterparties by delivery to you on their behalf. This Counterparty Notification is a necessary step toward Xxxx-Xxxxx compliance. To meet additional Xxxx-Xxxxx requirements, we may in the future provide you with additional notifications or request certain representations, consents or information from you. Certain Xxxx-Xxxxx requirements may be addressed by adherence to industry-wide protocols, such as the ISDA August 2012 DF Protocol published by the International Swaps and Derivatives Association, Inc. (“ISDA”) and subsequent ISDA protocols. We strongly urge you to adhere to all available ISDA protocols, if you have not yet done so, as these protocols will be the most efficient way to ensure Xxxx-Xxxxx compliance and will result in the least disruption to our swap trading relationship. We will continue to provide you with addi...
Sample 1
True-Up Amount. When the Fund receives orders for Shares prior to a day that is a New York Business Day and a London Business Day (each as defined in the Index Rules), but which is not a Gold Business Day or an FX Basket Business Day (each as defined in the Index Rules), orders for Shares will be executed against the Index level published on the next Index Business Day (as defined in the Index Rules). The True-up Amount shall be calculated as follows:
Sample 1
True-Up Amount. Within thirty (30) days following the Company's filing of an Internal Revenue Service Form 1120S (or other similar Company tax return) for the immediately preceding taxable year, the Tax Amounts CPA shall file with the Trustee a written statement indicating in reasonable detail the calculation of the True-up Amount. In the case of a True-up Amount due to the Owners, the Permitted Quarterly Tax Distribution payable during the immediately following Quarterly Payment Period shall be increased by such True-up Amount. In the case of a True-up Amount due to the Company, the Permitted Quarterly Tax Distribution payable during the immediately following Quarterly Payment Period shall be reduced by such True-up Amount and the excess, if any, of the True-up Amount over such Permitted Quarterly Tax Distribution shall be applied to reduce the immediately following Permitted Quarterly Tax Distributions until such True-up Amount is entirely offset. If the amount of the Company's taxable income used to calculate a True-Up Amount for a tax year is subsequently modified (pursuant to an adjustment by a taxing authority or otherwise), the Tax Amounts CPA shall promptly file with the Trustee a written statement indicating in reasonable detail the calculation of the adjustment to the True Amount (the "Adjustment"), and such Adjustment shall be given effect when calculating subsequent Permitted Quarterly Tax Distributions in accordance with the terms of the preceding sentence.
Sample 1
True-Up Amount. (a) In the event that (i) the closing sale price per share of the Common Stock on the Nasdaq Capital Market on the trading day immediately preceding the Completion Date (the “Closing Share Price”) exceeds (ii) the product of (A) the closing sale price per share of the Common Stock on the Nasdaq Capital Market on the Notification Date (the “Notification Share Price”) multiplied by (B) 0.97 (such excess, the “Share Price Deficiency”), the Purchaser will pay to the Seller, as additional Purchase Price, an amount equal to the quotient of (i) the product of (X) the number of Closing Plug Power Shares multiplied by (Y) the Share Price Deficiency, divided by (ii) 0.97 (the “Seller True-Up Amount”).
Sample 1
True-Up Amount. An additional amount paid in stock and cash via certified check and stock certificate tendered at the closing, in an amount equal to four hundred dollars ($400) for each bona-fide Private Entity internet subscriber in excess of the minimum number of subscribers set forth in Section 8, specifically 2,300, as verified by the auditors during the due diligence process, and as measured on a date no less than 30 days prior to close as determined in Section 9. Said amount shall increase the total Merger Consideration and shall be paid at the rate ten percent (10%) cash and ninety percent (90%) stock.
Sample 1
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Related to True-Up Amount

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • Make-Whole Amount The term “

  • Return Amount Subject to Paragraphs 4 and 5, upon a demand made by the Pledgor on or promptly following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds the Secured Party’s Minimum Transfer Amount, then the Secured Party will Transfer to the Pledgor Posted Credit Support specified by the Pledgor in that demand having a Value as of the date of Transfer as close as practicable to the applicable Return Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Return Amount” applicable to the Secured Party for any Valuation Date will equal the amount by which:

  • Over-Allowance Amount On the Cost Proposal Delivery Date, Landlord shall identify the amount (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement Allowance. Subject to the terms of Section 2.3 of this Work Letter Agreement, the Over-Allowance Amount shall be delivered from Tenant to Landlord (on a pro-rata basis, based upon the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such portion of the Over-Allowance Amount. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter Agreement, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below).

  • Adjustment Amount (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar days thereof, Buyer shall prepare and deliver to Seller, Buyer’s calculation of (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06.

  • Contribution Allocation The Advisory Committee will allocate deferral contributions, matching contributions, qualified nonelective contributions and nonelective contributions in accordance with Section 14.06 and the elections under this Adoption Agreement Section 3.04.

  • Payment of Reimbursement Amount To effect the expense reimbursement provided for in this Agreement, the Fund may offset the appropriate Reimbursement Amount against the management fees, Rule 12b-1 fees and/or shareholder servicing fees payable under the Investment Management Agreement, Rule 12b-1 Plan and/or the Shareholder Servicing Agreement. Alternatively, the Reimbursement Amount shall be paid directly by IICO, IDI and/or WISC. Such offset shall be taken, or such direct payment shall be paid, two times per year within 30 days following the date of a Fund’s applicable semi-annual or annual reporting period.

  • Adjustments to Required Subordinated Percentages and Amount (a) On any date, the Issuer may, at the direction of the Beneficiary, change the Required Subordinated Percentage of Class B Notes, the Required Subordinated Percentage of Class C Notes or the Required Subordinated Percentage of Class D Notes, in each case for the Class A(2015-1) Notes, without the consent of any Noteholders; provided that the Issuer has received written confirmation from each applicable Note Rating Agency that the change in such percentage will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes.

  • Adjustment Payment If the Closing Working Capital exceeds the Target Working Capital, the Purchase Price shall be increased by the amount by which Closing Working Capital exceeds the Target Working Capital, and if the Closing Working Capital is less than the Target Working Capital, the Purchase Price shall be decreased by the amount by which Closing Working Capital is less than the Target Working Capital. In addition to the foregoing adjustment, (i) the Purchase Price shall be decreased by an amount equal to the Debt Amount and (ii) the Purchase Price shall be increased by an amount equal to the Closing Eligible Capital Expenditures. The Purchase Price as so increased or decreased under this Section 2.03(c) shall hereinafter be referred to as the “Adjusted Purchase Price”. If the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Payment is more than the Adjusted Purchase Price, Seller shall, within 10 Business Days after the Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds in an amount equal to the absolute value of the difference between the Adjusted Purchase Price and the Closing Date Payment to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of 5% per annum, calculated on the basis of the actual number of days elapsed divided by 365, from and including the Closing Date to but excluding the date of payment.

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