Disallowance Adjustment Events Clause Samples

The Disallowance Adjustment Events clause defines specific circumstances under which adjustments must be made due to the disallowance of certain items, such as tax deductions or credits, by a regulatory authority. In practice, this clause typically applies when a tax authority audits a party and determines that previously claimed deductions or credits are not permitted, requiring the parties to recalculate payments or obligations accordingly. Its core function is to allocate the financial impact of such disallowances, ensuring that the risk and consequences of regulatory changes or errors are clearly assigned between the parties.
Disallowance Adjustment Events. (i) Notwithstanding anything to the contrary in this Agreement, if at any time, there occurs a Negative Recovery Event arising out of or relating to (A) any negligence (including gross negligence), fraud, willful misconduct or other act or omission of Seller, its Affiliates or Subcontractors, or any of their respective directors, officers, partners, members, trustees, employees, agents or representatives or (B) a breach of Seller’s obligations under this Agreement (each such Negative Recovery Event, a “Disallowance Adjustment Event”), then Buyer may, in its sole discretion and absolute discretion from time to time, (1) require Seller to make a lump-sum payment to Buyer, within twenty (20) Days after Buyer’s request for payment, equal to the aggregate amount of all payments, costs and expenses disallowed, denied or precluded (or effectively disallowed, denied or precluded) by the applicable Disallowance Adjustment Event (excluding all Buyer-Allocated Disallowance Adjustment Amounts, if any), plus accrued interest on such payments, costs and expenses at the Interest Rate, and/or (2) adjust the payments to be made by Buyer to Seller under this Agreement to an amount equal to the amount that Buyer is authorized to recover from its customers after giving effect to the applicable Disallowance Adjustment Event. For purposes of the foregoing, Buyer shall be entitled to receive payment from Seller and/or reduce the payments to Seller hereunder more than once with respect to any single Disallowance Adjustment Event if the disallowance, denial or preclusion (or effective disallowance, denial or preclusion) of recovery by such Disallowance Adjustment Event, or effect thereof, is periodic or episodic in nature or otherwise recurs from time to time. (ii) Notwithstanding anything to the contrary in this Agreement, neither Party nor any Affiliate thereof shall seek, directly or indirectly, a Disallowance Adjustment Event by or before any applicable Governmental Authority, including the LPSC. Further, nothing in this Section 10.3(b) shall limit any other right or remedy of Buyer under this Agreement or at law or in equity. (iii) The rights of Buyer, and obligations and liabilities of Seller, under this Section 10.3(b) shall survive any expiration or termination of this Agreement.
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Disallowance Adjustment Events. (i) Notwithstanding anything to the contrary in this Agreement, if at any time, there occurs a Negative Recovery Event arising out of or relating to (A) any negligence (including gross negligence), fraud, willful misconduct or other act or omission of Seller, its Affiliates or Subcontractors, or any of their respective directors, officers, partners, members, trustees, employees, agents or representatives or (B) a breach of Seller’s obligations under this Agreement (each such Negative Recovery Event, a “Disallowance Adjustment Event”), then Buyer may, in its sole discretion and absolute discretion from time to time, (1) require Seller to make a lump-sum payment to Buyer, within twenty (20) Days after Buyer’s request for payment, equal to the aggregate amount of all payments, costs and expenses disallowed, denied or precluded (or effectively disallowed, denied or precluded) by the applicable Disallowance Adjustment Event (excluding all Buyer-Allocated Disallowance Adjustment Amounts, if any), plus accrued interest on such payments, costs and expenses at the Interest Rate, and/or (2) adjust the
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Related to Disallowance Adjustment Events

  • Adjustment Events In the event the General Partner (i) declares or pays a dividend on any Class of its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of any Class of its outstanding REIT Shares in REIT Shares, (ii) subdivides any Class of its outstanding REIT Shares, or (iii) combines any Class of its outstanding REIT Shares into a smaller number of REIT Shares with respect to any Class of REIT Shares, then a corresponding adjustment to the number of outstanding Partnership Units of the applicable Class necessary to maintain the proportionate relationship between the number of outstanding Partnership Units of such Class to the number of outstanding REIT Shares of such Class shall automatically be made. Additionally, in the event that any other entity shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the “Successor Entity”), the number of outstanding Partnership Units of each Class shall be adjusted by multiplying such number by the number of shares of the Successor Entity into which one REIT Share of such Class is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the number of outstanding Partnership Units of any Class shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Redemption after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, or such merger, consolidation or combination, the number of outstanding Partnership Units of any Class shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such dividend, distribution, subdivision or combination or such merger, consolidation or combination. If the General Partner takes any other action affecting the REIT Shares other than actions specifically described above and, in the opinion of the General Partner such action would require an adjustment to the number of Partnership Units to maintain the proportionate relationship between the number of outstanding Partnership Units to the number of outstanding REIT Shares, the General Partner shall have the right to make such adjustment to the number of Partnership Units, to the extent permitted by law, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances.

  • Adjustment Event If an adjustment event arises in respect of a taxable supply made by a supplier under the Agreement, the amount payable by the recipient under clause 20.3 will be recalculated to reflect the adjustment event and a payment will be made by the recipient to the supplier or by the supplier to the recipient as the case requires.

  • FORCE ADJUSTMENT General 11.01 When any condition arises which reduces the work load to the extent that, in the Company's opinion, force adjustment is warranted, the following shall apply: (a) If the contemplated adjustment to the force would involve the lay-off of 50 or more Regular employees from the bargaining unit within a period of 30 days, or alternatively the spreading of the equivalent work by part-timing, the Company shall endeavour to reach agreement with the Union as to whether a plan of part-timing, lay-offs, or a combination of the two shall be put into effect. (b) If the contemplated adjustment to the work force is less extensive than that described in subsection 11.01 (a), the Company shall not resort to lay-off of Regular employees or part-timing of Regular Full-Time employees, except with the agreement of the Union. 11.02 In the event that an agreement as to a plan cannot be reached under subsection 11.01 (a) within a period of 30 calendar days after the matter has been submitted to the Union, the Company may proceed on a plan of lay-off to the extent it deems necessary. 11.03 It is expressly understood, however, that if the Company proceeds on a plan of lay-off at the expiration of the 30 day period or later as prescribed in this Article, negotiations toward an agreement relating to a force adjustment plan shall be resumed at any time at the request of either party. Similarly, after agreement has been reached as to a plan of force adjustment either party may resume negotiations at any time in an effort to obtain agreement upon modifications of the plan then in effect.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Notice of Adjustment Event In the event that the Company shall propose to take any action of the type described in this Section 13 (but only if the action of the type described in this Section 13 would result in an adjustment in the Exercise Price or the number of Shares into which this Warrant is exercisable or a change in the type of securities or property to be delivered upon exercise of this Warrant), the Company shall give notice to the Warrantholder, in the manner set forth in Section 13(J), which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of this Warrant. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 days prior to the date so fixed, and in case of all other action, such notice shall be given at least 15 days prior to the taking of such proposed action. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any such action.