True-Up Amount Sample Clauses

The True-up Amount clause defines the process for reconciling payments or balances between parties to ensure that the final amounts reflect actual costs, usage, or other relevant metrics. Typically, this clause requires a review and adjustment after a specified period, where any overpayments or underpayments are identified and settled—such as when estimated charges are replaced with actual figures. Its core function is to ensure financial accuracy and fairness by correcting discrepancies, thereby preventing either party from being unfairly advantaged or disadvantaged due to initial estimates or provisional payments.
True-Up Amount. Within thirty (30) days following the Company's filing of an Internal Revenue Service Form 1120S (or other similar Company tax return) for the immediately preceding taxable year, the Tax Amounts CPA shall file with the Trustee a written statement indicating in reasonable detail the calculation of the True-up Amount. In the case of a True-up Amount due to the Owners, the Permitted Quarterly Tax Distribution payable during the immediately following Quarterly Payment Period shall be increased by such True-up Amount. In the case of a True-up Amount due to the Company, the Permitted Quarterly Tax Distribution payable during the immediately following Quarterly Payment Period shall be reduced by such True-up Amount and the excess, if any, of the True-up Amount over such Permitted Quarterly Tax Distribution shall be applied to reduce the immediately following Permitted Quarterly Tax Distributions until such True-up Amount is entirely offset. If the amount of the Company's taxable income used to calculate a True-Up Amount for a tax year is subsequently modified (pursuant to an adjustment by a taxing authority or otherwise), the Tax Amounts CPA shall promptly file with the Trustee a written statement indicating in reasonable detail the calculation of the adjustment to the True Amount (the "Adjustment"), and such Adjustment shall be given effect when calculating subsequent Permitted Quarterly Tax Distributions in accordance with the terms of the preceding sentence.
View Source
True-Up Amount. The True-Up Amount is calculated by multiplying the Economic Interest Variance by the sum of all previous Quarters’ (but not including the current Quarter’s) New Excess Costs. For example, in Q4 of the [**] Post-Launch Year, the Economic Interest Variance of [**]% ([**]%-[**]%) is multiplied by the sum of $[**], $[**], and $[**] (but not $[**]) to yield $[**].
View Source
True-Up Amount. When the Fund receives orders for Shares prior to a day that is a New York Business Day and a London Business Day (each as defined in the Index Rules), but which is not a Gold Business Day or an FX Basket Business Day (each as defined in the Index Rules), orders for Shares will be executed against the Index level published on the next Index Business Day (as defined in the Index Rules). The True-up Amount shall be calculated as follows:
View Source
True-Up Amount. An additional amount paid in stock and cash via certified check and stock certificate tendered at the closing, in an amount equal to four hundred dollars ($400) for each bona-fide Private Entity internet subscriber in excess of the minimum number of subscribers set forth in Section 8, specifically 2,300, as verified by the auditors during the due diligence process, and as measured on a date no less than 30 days prior to close as determined in Section 9. Said amount shall increase the total Merger Consideration and shall be paid at the rate ten percent (10%) cash and ninety percent (90%) stock.
View Source
True-Up Amount. The Company shall deliver or cause to be delivered the True-Up Amount in accordance with Section 11.01(a) as promptly as practicable (but not later than five Business Days) after the Exchange Date; provided, however, that any portion of the True-Up Amount that is required to be included pursuant to the proviso of the definition of the “True-Up Amount” shall be delivered as promptly as practicable (but not later than five Business Days) after the relevant Distribution is made.
View Source
True-Up Amount. Party A shall calculate the True-up Amount on each New York Business Day and inform Party B of such calculation as part of the Aggregate Delivery Amount in accordance with Part 8(d). Title VII of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (“▇▇▇▇-▇▇▇▇▇”) introduced wide-ranging measures designed to introduce transparency and accountability to the swaps markets. Many of these measures are in effect at this time and additional measures may come into effect in the future. While many of these measures, such as swap data reporting and recordkeeping, clearing and mandatory trading, have broad applicability, a significant number of rules impose new requirements on the newly created registrant categories of swap dealers and major swap participants that must register with the Commodity Futures Trading Commission (“CFTC”). These measures, including the external business conduct standards rule,1 require swap dealers to provide notifications to you as the swap counterparty. The purpose of this counterparty notification (“Counterparty Notification”) is to provide you with the required notifications to enable us to offer and engage in “Swaps” 2 activity with you (as defined in the Commodity Exchange Act (“CEA”) and the relevant rules of the CFTC). To the extent that you are acting as agent on behalf of any clients, investors, funds, accounts and/or other principals (“Counterparties”) that have one or more swap transactions or swap master agreements outstanding with any of the entities listed at the end of this notification, this Counterparty Notification is being provided to these Counterparties by delivery to you on their behalf. This Counterparty Notification is a necessary step toward ▇▇▇▇-▇▇▇▇▇ compliance. To meet additional ▇▇▇▇-▇▇▇▇▇ requirements, we may in the future provide you with additional notifications or request certain representations, consents or information from you. Certain ▇▇▇▇-▇▇▇▇▇ requirements may be addressed by adherence to industry-wide protocols, such as the ISDA August 2012 DF Protocol published by the International Swaps and Derivatives Association, Inc. (“ISDA”) and subsequent ISDA protocols. We strongly urge you to adhere to all available ISDA protocols, if you have not yet done so, as these protocols will be the most efficient way to ensure ▇▇▇▇-▇▇▇▇▇ compliance and will result in the least disruption to our swap trading relationship. We will continue to provide you with additional Counterparty Notifications as further re...
View Source
True-Up Amount. (a) In the event that (i) the closing sale price per share of the Common Stock on the Nasdaq Capital Market on the trading day immediately preceding the Completion Date (the “Closing Share Price”) exceeds (ii) the product of (A) the closing sale price per share of the Common Stock on the Nasdaq Capital Market on the Notification Date (the “Notification Share Price”) multiplied by (B) 0.97 (such excess, the “Share Price Deficiency”), the Purchaser will pay to the Seller, as additional Purchase Price, an amount equal to the quotient of (i) the product of (X) the number of Closing Plug Power Shares multiplied by (Y) the Share Price Deficiency, divided by (ii) 0.97 (the “Seller True-Up Amount”). (b) In the event that (i) the Discounted Notification Share Price exceeds (ii) the Discounted Closing Share Price (such excess, the “Share Price Excess”), then the Seller will pay to the Purchaser an amount equal to product of the number of Closing Plug Power Shares multiplied by the Share Price Excess (the “Purchaser True-Up Amount”). (c) For purposes hereof,
View Source

Related to True-Up Amount

  • Tax Gross-Up Amount Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this Article

  • 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:

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • Contribution Amounts The Company, the Selling Shareholders and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8.6. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

  • Make-Whole Amount The term “