Consideration Adjustment Clause Samples
A Consideration Adjustment clause allows for the modification of the agreed payment or compensation under a contract based on certain predefined circumstances or events. Typically, this clause outlines specific triggers—such as changes in scope, market conditions, or regulatory requirements—that may require the parties to revisit and adjust the original consideration amount. For example, if the cost of raw materials increases significantly, the clause may permit a corresponding increase in the contract price. The core function of this clause is to provide flexibility and fairness, ensuring that the contract remains equitable and viable for both parties in the face of unforeseen changes.
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Consideration Adjustment. The Parties agree to treat all payments made pursuant to this Article IX as adjustments to the Cash Distribution for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.
Consideration Adjustment. The Consideration shall be adjusted (a) upward by an amount equal to the applicable Capital Contribution Adjustment Amount and (b) downward by the applicable Additional Distribution Amount.
Consideration Adjustment. For all tax purposes, Purchaser and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unless a final determination provides otherwise.
Consideration Adjustment. (a) Within 120 days after the Closing Date, Parent shall deliver to the Shareholders’ Agent a statement (the “Parent Closing Statement”) setting forth Parent’s good faith calculation as of the Closing Date and immediately prior to the Closing of (i) the Company Net Working Capital (including an itemized list of each element of the Company’s consolidated current assets, an itemized list of each element of the Company’s consolidated current liabilities), (ii) the amount of Company Debt, and (iii) the amount of Transaction Expenses. Parent shall provide the Shareholders’ Agent and its representatives reasonable access upon reasonable notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors relating to the preparation of the Parent Closing Statement and shall cause its personnel to reasonably cooperate with the Shareholders’ Agent in connection with its review of the Parent Closing Statement.
(b) The Shareholders’ Agent shall have 30 days within which to review the Parent Closing Statement after Parent’s delivery thereof. The Shareholders’ Agent may object to any calculation set forth in the Parent Closing Statement by providing written notice of such objection to Parent within 30 days after Parent’s delivery of the Parent Closing Statement (the “Notice of Objection”), together with the basis of its objection in reasonable detail and any supporting documentation, information and calculations. If a Notice of Objection is not provided within such 30-day period, the Parent Closing Statement (and each of the calculations set forth therein) shall be deemed final.
(c) If the Shareholders’ Agent provides the Notice of Objection, then Parent and the Shareholders’ Agent shall confer in good faith for a period of up to 20 days following Parent’s receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and binding on the parties hereto and the Indemnifying Parties.
(d) If, after the 20-day period set forth in Section 1.6(c), Parent and the Shareholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Parent and the Shareholders’ Agent shall engage one of the “big four” independent certified public accounting firm acceptable to both Parent and the Shareholders’ Agent or, if such firm is not able or willing to so act, another auditing firm acc...
Consideration Adjustment. The Parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Aggregate Consideration for any purpose whatsoever, including Tax purposes, unless otherwise required by Law.
Consideration Adjustment. The Parties agree to treat all payments made pursuant to this ARTICLE X as adjustments to the purchase price for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.
Consideration Adjustment. (1) HCA reserves the right to adjust, via unilateral amendment, the Contract Maximum Amount listed on page one (1) of this Contract in order to provide, within the limits of the State Fiscal Year budget allocation, an adjusted payment to the Contractor when:
(a) The Contractor’s reported Costs as defined by Section 1, Definitions Specific to Special Terms, Subsection c. have exceeded the Contract Maximum Amount, and the contractor is requesting additional funds of up to, but no more than three percent (3%) of their original Contract Maximum Amount; and
(b) The Contractor has submitted timely and accurate A19-1As for the first three (3) Contract Quarters.
Consideration Adjustment. If the Aggregate Net Worth Amount is less than the Aggregate Required Net Worth Amount, then the Merger Consideration shall automatically be reduced by the amount of such shortfall; provided that the amount of such reduction shall in no event exceed $1,447,000.
Consideration Adjustment. The Parties agree to treat all payments made pursuant to this Article 10 as adjustments to the capital contribution for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Body with competent jurisdiction.
Consideration Adjustment. 4 Section 1.5 Closing . . . . . . . . . . . . . . . . 11 Section 1.6