The Adjusted ACQ and Minimum ▇▇▇▇ Quantity Clause Samples

The Adjusted ACQ and Minimum ▇▇▇▇ Quantity. 9.1.1 For each Contract Year during the Take or Pay Period (or that part of the first Contract Year commencing on the first Day of the Take or Pay Period and ending at the end of such Contract Year), the “Adjusted Annual Contract Quantity” and the “Minimum ▇▇▇▇ Quantity” shall be calculated in accordance with the following provisions. 9.1.2 The Adjusted Annual Contract Quantity (or “Adjusted ACQ”) shall be a quantity of Specification Gas equal to the ACQ applicable for the relevant Contract Year less the sum of the following: (a) the aggregate of the quantities of Specification Gas Properly Nominated by the Buyer for delivery during the relevant Contract Year which the Sellers did not for any reason deliver (including without limitation the Sellers’ failure to deliver as a result of Force Majeure) but excluding any quantities that the Sellers failed to deliver in the circumstances of Article 11.5.2 and any failure by the Buyer to take delivery of Specification Gas properly tendered for delivery in accordance with this Agreement); and (b) the aggregate of the quantities of Specification Gas Properly Nominated by the Buyer for delivery during the relevant Contract Year which the Buyer did not take for reasons for which it was excused from liability under Article 16 or as a result of the Buyer’s exercise of any right to refuse to take delivery under Article 11.5.2 and Article 12. 9.1.3 The “Minimum ▇▇▇▇ Quantity” or “MBQ” shall be a quantity of Gas equal to (**) of the Adjusted ACQ for each such Contract Year.
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The Adjusted ACQ and Minimum ▇▇▇▇ Quantity. 9.1.1 For each Contract Year, the “Adjusted Annual Contract Quantity” and the “Minimum ▇▇▇▇ Quantity” shall be calculated in accordance with the following provisions. 9.1.2 The Adjusted Annual Contract Quantity (or “Adjusted ACQ”) shall be a quantity of Gas equal to the ACQ applicable for the relevant Contract Year less the sum of the following: (a) the aggregate of the quantities of Gas Properly Nominated by the Buyer for delivery during the relevant Contract Year which the Sellers did not for any reason make available for delivery (including without limitation failure to deliver as a result of Force Majeure and Sellers’ Maintenance Periods) except any quantities that the Sellers did not deliver in the circumstances of Article 11.5.2 and any failure by the Buyer to take delivery of Gas Properly Nominated and tendered for delivery in accordance with this Agreement; (b) the aggregate of the quantities of Gas Properly Nominated by the Buyer for delivery during the relevant Contract Year which the Buyer did not take and was excused from taking due to Off-Spec Gas; and (c) the aggregate of the quantities of Gas Properly Nominated by the Buyer for delivery during the relevant Contract Year which the Buyer did not take: (i) for reasons for which it was excused from liability under Article 16 (including deemed nominations under Article 6.5.7); (ii) due to [***]. For the purposes of this Article, the Daily quantities of Specification Gas that were Properly Nominated by the Buyer during periods for which it was excused from liability as aforesaid shall be equal to [***]. The Buyer will provide Sellers notice of any [***] within seven (7) Days of its occurrence and if the Buyer fails to do so it shall not be entitled to any reduction of the ACQ in respect of any quantities of Specification Gas it could not take due to such maintenance or curtailment. 9.1.3 The “Minimum ▇▇▇▇ Quantity” (or “MBQ”) shall be a quantity of Gas equal to: (a) For all Contract Years during the First Period, [***] of the Adjusted ACQ applicable for each such Contract Year; and (b) For all Contract Years during the Second Period, [***] of the Adjusted ACQ applicable for each such Contract Year.
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Related to The Adjusted ACQ and Minimum ▇▇▇▇ Quantity

  • Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution. (b) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall also be subject to adjustment pursuant to Section 6.9.

  • Rounding of Calculations; Minimum Adjustments All calculations under this Section 13 shall be made to the nearest one-tenth (1/10th) of a cent or to the nearest one- hundredth (1/100th) of a share, as the case may be. Any provision of this Section 13 to the contrary notwithstanding, no adjustment in the Exercise Price or the number of Shares into which this Warrant is exercisable shall be made if the amount of such adjustment would be less than $0.01 or one-tenth (1/10th) of a share of Common Stock, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate $0.01 or 1/10th of a share of Common Stock, or more.

  • Minimum Adjustment The adjustments required by the preceding sections of this Article IV shall be made whenever and as often as any specified event requiring an adjustment shall occur, except that no adjustment of the Exercise Price or the number of shares of Common Stock issuable upon exercise of the Warrants that would otherwise be required shall be made unless and until such adjustment either by itself or with other adjustments not previously made increases or decreases by at least 1% the Exercise Price or the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to the making of such adjustment. Any adjustment representing a change of less than such minimum amount shall be carried forward and made as soon as such adjustment, together with other adjustments required by this Article IV and not previously made, would result in a minimum adjustment. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence. In computing adjustments under this Article IV, fractional interests in Common Stock shall be taken into account to the nearest one-hundredth of a share.

  • How are Required Minimum Distributions Computed A required minimum distribution (“RMD”) is determined by dividing the account balance (as of the prior calendar year end) by the distribution period. For lifetime RMDs, there is a uniform distribution period for almost all IRA owners of the same age. The uniform distribution period table is based on the joint life and last survivor expectancy of an individual and a hypothetical beneficiary 10 years younger. However, if the IRA owner’s sole beneficiary is his/her spouse and the spouse is more than 10 years younger than the account owner, then a longer distribution period based upon the joint life and last survivor life expectancy of the IRA owner and spouse will apply. An IRA owner may, however, elect to take more than his/her RMD at any time.