Adjustments and Payment Clause Samples

The "Adjustments and Payment" clause defines how financial modifications and payments are handled under the agreement. It typically outlines the procedures for making changes to the contract price or payment schedule in response to factors such as changes in scope, unforeseen circumstances, or errors in previous invoices. For example, if additional work is required or if there are discrepancies in billing, this clause specifies how those adjustments are calculated and when payments are due. Its core function is to ensure both parties have a clear, agreed-upon process for managing financial changes, thereby reducing disputes and maintaining transparency in financial transactions.
Adjustments and Payment. If the adjustments and assumptions provided for in Section 3 result in a net amount owing by the Seller to Buyer, deliver a cashier's check or wire transfer to Buyer for such amount at the Closing.
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Adjustments and Payment. Buyer will, if the adjustments and assumptions provided for in Section 3 hereof result in a net amount owing to the Seller by Buyer, deliver a good check, subject to collection, at the Closing.
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Adjustments and Payment. Upon the final determination of the Additional Amount pursuant to SECTION ------- 3.1, the following adjustment and payment, as applicable, shall be made: --- (i) if the Additional Amount as finally determined is greater than the Estimated Additional Amount, the Cash Portion shall be increased by an amount equal to such excess and the Purchaser shall, within 5 days after such final determination, pay to each Seller such Seller's Proportionate Percentage of the amount by which the Additional Amount as finally determined exceeds the Estimated Additional Amount, such payment to be made by wire transfer of immediately available funds to the account designated by such Seller; (ii) if the Additional Amount as finally determined is less than the Estimated Additional Amount, the Cash Portion shall be decreased by an amount equal to such deficiency and the Sellers shall jointly and severally pay to the Purchaser within 5 days after such final determination, by wire transfer of immediately available funds to an account designated by the Purchaser, the amount by which the Additional Amount as finally determined is less than the Estimated Additional Amount; and (iii) if the Additional Amount as finally determined equals the Estimated Additional Amount, then no adjustment shall be made to the Purchase Price and no payment shall be made under this ARTICLE III. ----------- - 5 -
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Adjustments and Payment. 4 Article IV CONTINGENT PAYMENT 5 4.1 Determination of Contingent Payment.............................................. 5 4.2 Option to Receive Contingent in Shares........................................... 7
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Adjustments and Payment. For each Asset Closing, for the purpose of calculating the Purchase Price payable in connection therewith, Green Bay shall at least 10 Business Days in advance of each Asset Closing Date: (i) reasonably estimate the Net Working Capital for the applicable Transferred Assets; and (ii) calculate, as applicable, the Purchase Price Adjustments for each Transferred Asset to be transferred on such Asset Closing Date. On each Asset Closing Date: (A) the amount computed as the sum of: (i) the portion of the Base Purchase Price allocated to the Transferred Assets to be transferred on such Asset Closing Date (the “Base Purchase Price Payment Amount”) and (ii) all applicable Purchase Price Adjustments, less (iii) that portion of the principal amount of the Loan advanced by Atlanta which is equal to the Base Purchase Price Payment Amount, shall, (x) if a positive amount, be payable by Atlanta to Bidco (which may include Green Bay, Target, or other Affiliate of Green Bay, as a result of any Reorganization), and (y) if a negative amount, be payable by Bidco (which may include Green Bay, Bidco, or other Affiliate of Green Bay, as a result of any Reorganization) to Atlanta; and (B) the amount set out in paragraph (A)(i) shall be an amount payable by Atlanta to Bidco (which may include Green Bay, Target, or other Affiliate of Green Bay, as a result of any Reorganization) in consideration for the transfer of such Transferred Assets to Atlanta (or its designated wholly-owned subsidiary or a Third Party Purchaser) and shall be paid by set-off against that portion of the principal amount of the Loan which is equal to the portion of the Base Purchase Price allocated to such Transferred Assets on such Asset Closing Date (the “Repayment Amount”) such that the transfer of the applicable Transferred Assets on such Asset Closing Date by Bidco (which may include Green Bay, Target, or other Affiliate of Green Bay, as a result of any Reorganization) to Atlanta (or its designated wholly-owned subsidiary or a Third Party purchaser) in accordance with this Agreement shall constitute a repayment of that portion of the principal amount of the Loan which is equal to the Repayment Amount. It is the intention of the Parties pursuant to the foregoing that, on the applicable Asset Closing Date and in connection with the transfer of all applicable Transferred Assets in accordance with this Agreement, the Party with the net amount payable to the other Party as a result of the applicable Purchase Pr...
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Related to Adjustments and Payment

  • 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.

  • Prices and Payment 2.1 The price for the Goods will be the price as referred to in the Order Confirmation (“Price”) and, unless otherwise agreed in writing, is exclusive of: 2.1.1 Any costs of insurance, carriage and delivery of the Goods; 2.1.2 Taxes (including VAT), import duties or levies (as applicable).

  • Purchase Price and Payment The total Purchase Price for the Property is the amount of the successful bid for the Cabin/Home Site at public auction plus the Maximum Value of the Personal Property.

  • Computation and Payment Interest shall be computed on the basis of a 360-day year, actual days elapsed. Interest shall be payable at the times and place set forth in each promissory note or other instrument or document required hereby.

  • Prices and Payments 1. The price listed by the Contractor or otherwise the price commonly charged by the Contractor for the respective service is decisive, plus statutory value-added tax insofar as such is applicable. In case of transnational services, any possibly applicable taxes, fees, customs fees, and other charges (of any kind) incurred for the transnational service shall be borne by the Principal. 2. If, within the scope of contracts for the performance of a continuing obligation and long-term contracts, the Contractor's prime costs increase and such increase is not within the Contractor's own scope of responsibility, the Contractor is authorized to an appropriate price increase commensurate with the increase of its prime costs; if the Principal does not consent to such price increase it is authorized to terminate the Agreement within four weeks after receipt of such notification of a price increase; otherwise, the increase is deemed to be mutually agreed upon. A right to a price increase pursuant to this provision does not exist if the Principal is a Consumer. 3. The Principal shall pay the remuneration owed without any cash discounts, free of charge to the Contractor, and within two weeks after receipt of the invoice, to the bank account stated by the Contractor. Credit entry at the Contractor's account is decisive for the timeliness of the payment. The Contractor reserves the right to request appropriate installment payments and appropriate advance payments. 4. If the Agreement is based on a cost estimate, and if it turns out that the costs will be significantly higher than the amount estimated vis-a-vis the Principal, then the Contractor will inform the Principal of such in text form. In this case the Principal is authorized to terminate the Agreement in writing, within two weeks after receipt of such notification. In the event of a termination, the Contractor is authorized to request partial remuneration commensurate with the services already provided. Furthermore, the Contractor is authorized to request compensation for any expenses not included in the remuneration but incurred due to the provision of services. 5. If the Principal owes interest and expenses in addition to a possibly existing principal claim, any payment by the Principal that does not fully redeem the total sum will first be credited against expenses, secondly against interest, and lastly against the principal claim. 6. The Principal is entitled to offset and retention rights only if its counterclaims are legally ascertained, undisputed, or acknowledged in writing by the Contractor. This limitation does not apply to the Principal's claims for defects arising from the same contractual relation as the Contractor's payment claim. If the contract partner is a Consumer, then in contrast to clause 1, such contract partner is on principle entitled to unlimited retention rights for claims arising from the same contractual relation. 7. If, after conclusion of the Agreement, it becomes clear that the Contractor's claims vis-a-vis the Principal are at risk due to the Principal's lack of ability to perform, the Contractor is authorized to perform outstanding services only against advance payment or provision of a security as well as settlement of possibly still outstanding receivables for partial services already provided and arising from the Agreement, and - after unsuccessful expiration of a grace period - is authorized to withdraw from the Agreement; No. 4 clause 3 of this provision applies accordingly. 8. In case of payment default, the Principal owes default interest in the amount of 9 percentage points above the base interest rate if the Principal is an Entrepreneur; in the amount of 5 percentage points above the base interest rate if the Principal is a Consumer. The Contractor is entitled to assert further claims if it can prove higher damage to the Principal. The Contractor is furthermore entitled to charge a flat rate of € 40.00 if the Principal is an Entrepreneur. This shall also apply if the payment default relates to any kind of an installment. In case the Contractor may claim further compensation for damage, the flat rate has to be credited against such claims, . If the Principal is a Consumer the Contractor is entitled to charge a flat rate of € 5.00 per reminder. The Principal is entitled to provide evidence that the Contractor did not incur any damage or incurred significantly lower damage.