Adjustment to the Second Payment Sample Clauses

The "Adjustment to the Second Payment" clause defines how and under what circumstances the amount of a scheduled second payment may be modified. Typically, this clause outlines specific triggers—such as changes in project scope, completion of certain milestones, or the discovery of discrepancies—that could lead to an increase or decrease in the payment amount. For example, if additional work is required or if certain deliverables are not met, the second payment may be adjusted accordingly. The core function of this clause is to provide flexibility and fairness in financial arrangements, ensuring that payments accurately reflect the actual work performed or obligations fulfilled.
Adjustment to the Second Payment. (A) If (i) the value of Revenue as shown in the Final 2021 Statement (the “2021 Actual Revenue”) equals or exceeds the result of RMB 40,000,000 multiplied by the 2021 Pro Rata Percentage (such result, the “2021 Revenue Target”), AND (ii) the value of Gross Profit as shown in the Final 2021 Statement (the “2021 Actual Gross Profit”) equals or exceeds the result of RMB 5,000,000 multiplied by the 2021 Pro Rata Percentage (such result, the “2021 Gross Profit Target”, collectively with the 2021 Revenue Target, the “2021 Targets”), the 2021 Adjustment Amount shall be 0 (such number, the “Standard 2021 Adjustment Amount”). (B) Notwithstanding the Standard 2021 Adjustment Amount, if the 2021 Targets are met as described in Section 2.6 (a)(v)(A), Buyer shall have the right, not the obligation, through a written notice (the “Accelerated Earnout Payment Notice”) delivered to Sellers before the Second Payment Date, to replace the Standard 2021 Adjustment Amount with the number of negative RMB 20,000,000 (such number, the “Accelerated 2021 Adjustment Amount”), at Buyer’s sole discretion, based on business factors such as the Company’s business integration into and support to Buyer’s and its Subsidiaries’ businesses. The Second Payment calculated by using the Accelerated 2021 Adjustment Amount shall be referred to herein as the “Accelerated Earnout Payment.” If an Accelerated Earnout Payment is made pursuant to this Section 2.6(a)(v)(B), the Sellers will not be eligible to receive any additional payment under the Agreement including the Third Payment. (C) If (i) the 2021 Actual Revenue equals or exceeds 80% of the 2021 Revenue Target but is less than the 2021 Revenue Target, AND (ii) the 2021 Actual Gross Profit equals or exceeds 80% of the 2021 Gross Profit Target, but is less than the 2021 Gross Profit Target, the 2021 Adjustment Amount shall be the result of RMB 20,000,000 × ((2021 Gross Profit Target - 2021 Actual Gross Profit) /2021 Gross Profit Target). (D) If either (i) the 2021 Actual Revenue is less than 80% of the 2021 Revenue Target, OR (ii) the 2021 Actual Gross Profit is less than 80% of the 2021 Gross Profit Target, the 2021 Adjustment Amount shall be RMB 20,000,000. The event described in the immediately preceding sentence is hereinafter referred as a “Performance Failure.” If there is a Performance Failure, Sellers will not be eligible to receive the Third Payment.
View SourceView Similar (3)
Adjustment to the Second Payment. (A) If the value of Net Profit as shown in the Final 2022 Statement (the “2022 Actual Profit”) equals or exceeds RMB 5,000,000 (the “2022 Profit Target”), the Second Payment shall be 800,000 Parent Shares (such number, the “Standard Second Payment Amount”); provided, however, that Buyer shall have the right, not the obligation, through a written notice delivered to Sellers before the Second Payment Date, to replace the Standard Second Payment Amount with 1,650,000 Parent Shares (the “Accelerated Earnout Payment”), at Buyer’s sole discretion. If an Accelerated Earnout Payment is made pursuant to this Section 2.6(a)(v), the Sellers (including the Third Party Beneficiaries) will not be eligible to receive any additional payment under the Agreement including the Third Payment. (B) If the value of the 2022 Actual Profit is less than the 2022 Profit Target, the Second Payment shall be the result of 800,000 Parent Shares × (2022 Actual Profit /2022 Profit Target).
View Source
Adjustment to the Second Payment. (A) If the value of Revenue shown in the Final 2020 Revenue Statement equals or is more than RMB 100,000,000, the 2020 Adjustment Amount shall be negative RMB 40,000,000. As such, the amount of the Second Payment, after adjustment described herein, shall be RMB 80,000,000. Such RMB 80,000,000 shall be referred to herein as the “Performance Award.” (B) If the value of Revenue shown in the Final 2020 Revenue Statement equals or is more than RMB 80,000,000 but less than RMB 100,000,000, the 2020 Adjustment Amount shall be 0. As such, the amount of the Second Payment, after adjustment described herein, shall be RMB 40,000,000. (C) If the value of Revenue shown in the Final 2020 Revenue Statement is less than RMB 80,000,000, the 2020 Adjustment Amount shall be the result of RMB 40,000,000 × (Revenue /RMB80,000,000). For example, if Revenue is RMB 40,000,000, the 2020 Adjustment Amount will be RMB 40,000,000 × (RMB40,000,000 / RMB80,000,000) = RMB 20,000,000. As such, the amount of the Second Payment, after adjustment described herein, shall be RMB 20,000,000.
View Source
Adjustment to the Second Payment. (A) If the value of Net Profit as shown in the Final 2022 Statement (the “2022 Actual Profit”) equals or exceeds RMB 5,000,000 (the “2022 Profit Target”), the Second Payment shall be 800,000 Parent Shares. (B) If the value of the 2022 Actual Profit is less than the 2022 Profit Target, the Second Payment shall be the result of 800,000 Parent Shares × (2022 Actual Profit /2022 Profit Target).
View Source
Adjustment to the Second Payment. (A) If the value of Net Profit as shown in the Final 2021 Statement (the “2021 Actual Profit”) equals or exceeds RMB 10,000,000 multiplied by the 2021 Pro Rata Percentage (the “2021 Profit Target”), the 2021 Adjustment Amount shall be 0. (B) If the value of the 2021 Actual Profit is less than the 2021 Profit Target, the 2021 Adjustment Amount shall be the result of RMB 32,000,000 × ((2021 Profit Target - 2021 Actual Profit) /2021 Profit Target).
View Source

Related to Adjustment to the Second Payment

  • Adjustments to the Shares The applicable Warrant Exercise Price and the number of Warrant Shares obtainable upon exercise of this Warrant shall each be subject to adjustment from time to time as provided in this Section 4.

  • Adjustments to the Purchase Price (a) To determine the Adjusted Purchase Price in accordance in accordance with Section 3.5, the Preliminary Purchase Price shall be reduced or increased (subject to the limitations provided below), as applicable, by the aggregate amount, if any, by which the Adjusted Net Working Capital (as defined below) of the Companies as of the close of business on the Closing Date and immediately prior to the Dissolution is less than or greater than $3,183,257. For purposes of this Agreement, the term "Adjusted Net Working Capital" means (i) the sum of ---------------------------- (A) cash, (B) accounts receivable, net of allowance for doubtful accounts, (C) prepaid expenses, and (D) other current assets, less (ii) the sum of (A) accounts payable, (B) accrued expenses, and (C) income tax payable, each component of which will be calculated using the same methodology as was used in preparing the combined consolidating balance sheets of the Companies as of March 31, 1998 in the offering memorandum provided to Seller in connection with the Stock Purchase Agreement, with certain agreed upon adjustments. For the purposes of this calculation, amounts relating to gains on the sale or other disposition of assets after December 31, 1998 (whether reflected on the balance sheets of the Companies as an increase in cash or other assets, or a decrease in liabilities, or otherwise) shall be excluded and an amount equal thereto shall be deducted in calculating Adjusted Net Working Capital. Notwithstanding the foregoing, Buyer shall be credited, as a reduction in the Adjusted Purchase Price, with the positive amount, if any, equal to (i) (A) the amount of Adjusted Net Working Capital on the Closing Date, (B) plus an amount equal to any employee bonuses paid by the Companies after March 31, 1999, (C) plus an amount equal to any payments or charges after March 31, 1999 for attorneys' fees and expenses, accountants' fees and expenses and investment bankers' fees and expenses, including without limitation relating to the Stock Purchase Agreement, this Agreement, the transactions contemplated hereby and thereby and the settlement of the matter described in Schedule 4.14, item 7, and, without ------------- limitation, any other payments, expenses or charges not in the ordinary course of business or extraordinary in nature after ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) plus an amount equal to the principal portion of any payments of Indebtedness after March 31, 1999, and (E) minus an amount equal to any increase in Adjusted Net Working Capital resulting from the payment after March 31, 1999 of the receivable from Safety Shorts, Inc. previously thought to be uncollectible, minus (ii) the amount of Adjusted Net Working Capital on March 31, 1999. The purpose of the foregoing sentence is to place the parties in the same economic position as if the Closing had occurred on March 31, 1999.

  • Calculation and Payment Interest on LIBOR Loans and all other Obligations and the amount of any fees set forth in Subsection 1.4 shall be calculated on the basis of a three hundred sixty (360) day year for the actual number of days elapsed. Interest on the Base Rate Loans shall be calculated on the basis of a three hundred sixty-five or -six (365-6) day year for the actual number of days elapsed. The date of funding or conversion to a Base Rate Loan and the first day of an Interest Period with respect to a LIBOR Loan shall be included in the calculation of interest. The date of payment of any Loan and the last day of an Interest Period with respect to a LIBOR Loan shall be excluded from the calculation of interest; provided, if a Loan is repaid on the same day that it is made, one (1) day’s interest shall be charged. Interest accruing on the Base Rate Loan is payable in arrears on each of the following dates or events: (i) the last day of each calendar quarter; (ii) the prepayment of such Loan (or portion thereof); and (iii) the applicable Maturity Date or the Revolving Loan Expiration Date, as the case may be, whether by acceleration or otherwise. Interest accruing on each LIBOR Loan is payable in arrears on each of the following dates or events: (i) the last day of each applicable Interest Period; (ii) if the Interest Period is longer than three (3) months, on each three-month anniversary of the commencement date of such Interest Period; (iii) the prepayment of such Loan (or portion thereof); and (iv) the applicable Maturity Date or the Revolving Loan Expiration Date, as the case may be, whether by acceleration or otherwise.

  • Expense Accrual and Payment Services (1) For each valuation date, calculate the expense accrual amounts as directed by the Trust as to methodology, rate or dollar amount. (2) Process and record payments for Fund expenses upon receipt of written authorization from the Trust. (3) Account for Fund expenditures and maintain expense accrual balances at the level of accounting detail, as agreed upon by USBFS and the Trust. (4) Provide expense accrual and payment reporting.

  • Collection and Payment The Trustees shall have power to collect all property due to the Trust; to pay all claims, including taxes, against the Trust Property or the Trust, the Trustees or any officer, employee or agent of the Trust; to prosecute, defend, compromise or abandon any claims relating to the Trust Property or the Trust, or the Trustees or any officer, employee or agent of the Trust; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Trust; and to enter into releases, agreements and other instruments. Except to the extent required for a corporation formed under the Delaware General Corporation Law, the Shareholders shall have no power to vote as to whether or not a court action, legal proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders.