Adjustments to Consideration Clause Samples
The "Adjustments to Consideration" clause defines how the agreed payment or compensation under a contract may be modified after the initial agreement. This clause typically outlines specific circumstances—such as changes in scope, unforeseen costs, or regulatory changes—that could trigger an increase or decrease in the amount payable. For example, if the cost of materials rises unexpectedly, the consideration may be adjusted accordingly. Its core practical function is to provide a clear mechanism for recalculating payments, thereby ensuring fairness and flexibility for both parties in response to changing conditions.
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Adjustments to Consideration. Any and all indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Consideration for tax purposes, unless otherwise required by applicable law.
Adjustments to Consideration. The consideration to be paid pursuant to Sections 2.2(b), 2.2(c), 2.2(c), and 2.2(d) shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Parent Shares or SRx Shares, other than stock dividends paid in lieu of ordinary course dividends), reorganization, recapitalization or other like change with respect to Parent Shares or SRx Shares occurring after the date of the Arrangement Agreement and prior to the Effective Time.
Adjustments to Consideration. The number of shares of the Company Series A Preferred Stock shall be adjusted to reflect fully the effect of any reclassification, combination, subdivision, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into the Company Series A Preferred Stock), reorganization, recapitalization or other like change with respect to the Company Series A Preferred Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.
Adjustments to Consideration. The Department may adjust the consideration provided to the Contractor under this Contract based on any reductions of funding, governing budget, erroneous or improper payments, audit findings, or failings in the Contractor’s delivery of services.
Adjustments to Consideration. The Consideration payable to a MAG Shareholder pursuant to Section 3.1(d) shall be adjusted to reflect fully the effect of any stock split, reverse split, dividend (including any dividend or distribution of securities convertible into MAG Shares, but excluding any MAG Quarterly Dividend), consolidation, reorganization, recapitalization or other like change with respect to MAG Shares effected in accordance with the terms of the Arrangement Agreement occurring after the date of the Arrangement Agreement and prior to the Effective Time.
Adjustments to Consideration. (a) Within sixty (60) days following the Closing Date, Parent shall cause to be prepared and delivered to the Stockholder Representative an unaudited statement setting forth Parent’s determination of Working Capital as of the Closing, setting forth separately each of the following components of Working Capital: (i) Cash and Cash Equivalents as of the Closing (without giving effect to any actions taken by Parent that may become effective as of the Closing), (ii) Receivables as of the Closing (without giving effect to any actions taken by Parent that may become effective as of the Closing), (iii) Inventory as of the Closing (without giving effect to any actions taken by Parent that may become effective as of the Closing), and (iv) Accounts Payable as of the Closing (without giving effect to any actions taken by Parent that may become effective as of the Closing) (the “Post-Closing Working Capital Statement”). The Post-Closing Working Capital Statement shall be prepared in accordance with GAAP consistently applied, and shall include all invoices received by the Company at or prior to the Closing Date. If the Post-Closing Working Capital Statement deviates from the Closing Date Working Capital Statement in any respect, it shall be accompanied by an explanation for any such deviation, together with reasonably detailed documentary evidence supporting the basis for any such deviation.
(b) In the event that, pursuant to and in accordance with the terms of this Section 7.7 it is finally determined that:
(i) such Working Capital Deficit is greater than the Working Capital Deficit (including a Working Capital Deficit of zero) reflected in the Closing Date Working Capital Statement, such difference shall be referred to herein as an “Additional Working Capital Deficit”; and
(ii) such Working Capital Deficit (including a Working Capital Deficit of zero) x is less than the Working Capital Deficit reflected in the Closing Date Working Capital Statement, such difference shall be referred to herein as a “Working Capital Surplus.”
(c) In the event that, pursuant to the terms of this Section 7.7 it is determined that there exists an Additional Working Capital Deficit, then Parent shall be entitled to recover the amount of such Additional Working Capital Deficit out of the Escrow Fund upon the delivery to the Escrow Agent of an Officer’s Certificate in accordance with and subject to the terms of Section 7.3(b).
(d) In the event that, pursuant to the terms of this Section 7.7 i...
Adjustments to Consideration. The consideration payable by Purchaser or Four Seasons with respect to each Limited Voting Share transferred pursuant to Sections 3.1(b), 3.1(g), 3.1(h) or 3.1(j), each Four Seasons Option transferred pursuant to Section 3.1(d) and each Variable Multiple Voting Share transferred pursuant to Section 3.1(l), shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Limited Voting Shares or Variable Multiple Voting Shares other than stock dividends paid in lieu of ordinary course dividends), consolidation, reorganization, recapitalization or other like change with respect to Limited Voting Shares or Variable Multiple Voting Shares occurring after the date of the Acquisition Agreement and prior to the Effective Time.
Adjustments to Consideration. 7.3.1 Target Group Companies’ Cash Balances:
(i) in respect of each Seller, if the Target Group Companies’ Cash Balances are less than the Estimated Target Group Companies’ Cash Balances, that Seller shall repay to the Purchaser an amount equal to the deficiency; or
(ii) in respect of each Seller, if the Target Group Companies’ Cash Balances are greater than the Estimated Target Group Companies’ Cash Balances, the Purchaser shall pay to that Seller an additional amount equal to the excess.
Adjustments to Consideration. Amounts paid for indemnification under Article XI will be deemed to be an adjustment to the Company Consideration or Merger Consideration, as applicable, except as otherwise required by applicable Legal Requirements.
Adjustments to Consideration. The Consideration payable to a Alexco Shareholder pursuant to Section 3.1(i) will be adjusted to reflect fully the effect of any stock split, reverse split, dividend (including any dividend or distribution of securities convertible into Alexco Shares), consolidation, reorganization, recapitalization or other like change with respect to Alexco Shares effected in accordance with the terms of the Arrangement Agreement occurring after the date of the Arrangement Agreement and prior to the Effective Time.