Tax Basis. As of the related Transfer Date for such Tax Equity Fund, no notice or action challenging the tax structure, tax basis validity, tax characterization or tax-related legal compliance of such Tax Equity Fund or the tax benefits associated with such Tax Equity Fund is ongoing or has been resolved in a manner materially adverse to such Tax Equity Fund or the related Managing Member, the Borrower or to the related Tax Equity Investor.

Where MPT makes a payment under Clause 10 or Clause 11 to PRIMOTOP, MPT’s liability under shall not be increased as a result of payment being made on an After Tax Basis in circumstances where PRIMOTOP is resident in, or attributes such payment to a permanent establishment or taxable presence in, a jurisdiction other than Luxembourg or has assigned its rights under this Agreement to another person to the intent that MPT should only be liable to the extent that it would have been liable had PRIMOTOP not been so resident, so attributed a payment or assigned its rights.

provided, that in determining Adjusted EBITDA for any period, any exclusion that adjusted the calculation of Consolidated Net Income that was calculated on an “after-tax” basis shall be deemed to have been calculated on a “pre-tax” basis.

GAAP Basis. In the event the auditors of the Company are required hereunder to determine the values, accounts, give opinions or make, any other valuation of any nature, the auditors shall employ and apply GAAP consistently unless the context otherwise requires the application of the principles of tax accounting (or differing regulatory rules).

Pricing Basis. Client acknowledges that the Price in any Year is agreed based upon the applicable Minimum Market Requirement, Annual Volume, and Minimum Order Quantity for that Year. Patheon may adjust the Price if it reasonably concludes, or is notified by Client, that the Minimum Market Requirement, Annual Volume or Minimum Order Quantity will not be ordered in a Year.

Licensing Basis. Unless otherwise agreed to by the Parties, the [[PTC:Organization]] Products licensed as part of the Combined Offering will be licensed using the licensing basis (e.g., per user, per asset) as specified at https://www.[[PTC:Organization]].com/en/documents/legal-agreements; provided that, after the reasonable request of [[PTC:Organization]] due to a change in such documentation, RA will license the [[PTC:Organization]] Products to Customers on terms that provide that the Customers cannot effect an early termination of the license without cause.

Pricing Basis. Client acknowledges that the Price in any Year is agreed based upon the applicable ​ for that Year. Patheon may adjust the Price if it reasonably concludes, or is notified by Client, that the ​.

Pricing Basis. Client acknowledges that the Price in any Year is quoted based upon the Minimum Order Quantity and the Annual Volume specified in [Schedule B] to a Product Agreement. The Price is subject to change if ​.

Pricing Basis. Client acknowledges that the Price in any Year is quoted based upon the Minimum Order Quantity and the Annual Volume specified in [Schedule B] to a Product Agreement. The Price is subject to change if the specified Minimum Order Quantity changes or if the Annual Volume is not ordered in a Year. For greater certainty, if Patheon and Client agree that the Minimum Order Quantity will be reduced or the Annual Volume in the lowest tier will not be ordered in a Year whether as a result of a decrease in estimated Annual Volume or otherwise and, as a result of the reduction, Patheon demonstrates to Client that its costs to perform the Manufacturing Services or to acquire the Components for the Product will increase on a per unit basis (including the amount of the increase), then Patheon may increase the Price by an amount sufficient to absorb the documented increased costs. On or before ​ of each Year, Patheon will give Client a statement setting forth the information to be applied in calculating those cost increases for the next Year. But Patheon will not be required to give information to Client that is subject to obligations of confidentiality between Patheon and its suppliers.

Adjusted EBITDA. As of the last day of each three-month period starting with the three-month period ending April 30, 2023, the Company and its consolidated Subsidiaries shall have Adjusted EBITDA of not less than $1.00 for the three-month period ending on such day.