Adjustments to Price. 8.1 If the cost of production or procurement of the goods to Seller shall increase during the term of this Agreement, Seller shall have the right, on giving thirty (30) days written notice to Buyer, to increase the price payable under this Agreement. All goods ordered prior to said notice, and/or prior to the expiration of said thirty (30) day period, shall not be subject to the price increase. Upon written request, Seller shall furnish the Buyer with documentation of the increased cost of production, but under no circumstances shall Seller’s delay in doing so excuse Buyer from the payment of the increased price.
Adjustments to Price. A "LIQUIDATION EVENT" shall mean any sale or disposition for cash (including, without limitation, a sale or disposition by EGN of all or substantially all of its assets followed by a distribution of the cash proceeds thereof to shareholders of EGN, a merger or consolidation involving EGN, a purchase of all or substantially all of the stock of EGN by a third party or the repurchase by EGN of any of its capital stock from the Company or its Subsidiaries) by the Company or its Subsidiaries of all or any part of its investment in EGN prior to the expiration date of the Offer. In the event of a Liquidation Event (or if more than one such Liquidation Event occurs, with respect to each Liquidation Event), each of the Merger Consideration, the Offer Price and the Option Spread shall be increased by an amount equal to 30% of any after-tax gain (after giving full effect to any capital loss carry-forward available to the Company, the availability of which is confirmed by the Company's independent accountants) on such Liquidation Event, calculated in accordance with GAAP, divided by the total number of Shares then outstanding on a fully diluted basis, assuming for this purpose the exercise only of outstanding Options, whether or not such Options are then vested, which are (or, giving effect to the adjustment in the Merger Consideration contemplated hereby, would be) in-the-money. Parent and Merger Subsidiary shall make such changes in the Offer Documents necessary to reflect any increase in the price per Share of the Offer pursuant to this provision, including extending the expiration date of the Offer as required by applicable Federal securities laws. The price used to compute any after-tax gain on a Liquidation Event shall be the cash received by the Company in such sale or disposition (net of any underwriting discounts and other amounts paid by the Company in connection with such sale), but only if such cash is for an aggregate amount in excess of the Company's then net book value of its interest in EGN.
Adjustments to Price. The parties intend that in the event any improvements in the process, or reduction in the cost of raw materials, lead to a reduction in the overall cost to produce API, the parties will share equitably in such reduced cost to produce. The parties agree to negotiate in good faith a mechanism for sharing the cost reduction associated with such events. 24 FOIA CONFIDENTIAL TREATMENT REQUESTED*** EXHIBIT B SUPERSEDED IN ITS ENTIRETY BY AMENDMENT NO. 1 25 FOIA CONFIDENTIAL TREATMENT REQUESTED*** EXHIBIT C *** SYNTHESIS I. SPECIFICATIONS II. DESCRIPTION OF *** SYNTHESIS III. *** SYNTHESIS DEVELOPMENT 26 FOIA CONFIDENTIAL TREATMENT REQUESTED*** EXHIBIT C.I - SPECIFICATIONS [AMGEN LOGO] SPECIFICATION TITLE NUMBER PAGE Bulk Drug Substance, ABARELIX (API) S01312 1 of 3 INITIATOR EFFECTIVE DATE M. Xxxxxx 07/14/00 OWNER APPROVAL DATE REGULATORY AFFAIRS APPROVAL DATE [illegible signature] 7 10 00 /s/ Xxxx X. Xxxxxx 7 /11/00 TECHNICAL EVALUATOR APPROVAL DATE MANUFACTURING APPROVAL DATE [illegible signature] 7 11 01 [illegible signature] 7 /11/00 QUALITY APPROVAL DATE OTHER APPROVAL DATE [illegible signature] 7 11 01 N/A
Adjustments to Price. The price of Insteel's equity investment in SRP shall be increased if SRP attains operating profit levels set forth in this paragraph. If in fiscal year 1999, SRP attains an operating profit of two million eight hundred thousand U.S. dollars ($2,800,000.00), then Insteel prior to March 1, 2000, shall wire transfer to the account of Quilni set forth in paragraph 1.1 an additional five hundred thousand U.S. dollars ($500,000.00). If in fiscal year 2000 SRP attains an operating profit of four million two hundred fifty thousand U.S. dollars ($4,250,000.00), then Insteel prior to
Adjustments to Price. As soon as practicable after the first day of each calendar quarter during the term hereof, Seller shall determine its (a) average standard costs of delivered raw materials purchased and used to produce one (1) pound of each type of the Products ("Raw Material Cost") during the preceding calendar quarter; and (b) Seller's then current cost to deliver full truckloads of Product hereunder. Seller shall adjust the price of the Products on the 15th day of the first month following each calendar quarter during the term of this Agreement if, and to the extent, that (i) Seller's Raw Material Cost for the immediately preceding calendar quarter has changed from Seller's Raw Material Cost during the calendar quarter prior thereto; and (ii) Seller's then current cost to deliver full truckloads of Product hereunder has changed from the immediately preceding calendar quarter. Should Buyer desire to purchase Product in less than full truckload quantities, transportation costs will be adjusted to reflect the cost to deliver a partial load. The cost of the ancillary services will be billed by the delivery provider to, and paid by, Buyer. Changes in price shall be rounded to the nearest $0.001 per pound of Product. All Products shipped after the date of a price change will be billed at the new or changed price ("Adjusted Price"). In the case of a price change, adjustments will not be allowed on Products in transit or in Buyer's inventory. The failure of Seller to notify Buyer of an Adjusted Price shall not be deemed a waiver of Seller's right to adjust the price effective the 15th day of the calendar quarter affected thereby if Seller notifies Buyer of such Adjusted Price within thirty (30) days after the effective date thereof. Notwithstanding the foregoing, Seller shall use commercially reasonable efforts to control its Raw Materials Costs in order to minimize any price increases required by this Section 6.2.
Adjustments to Price. (a) If the prices of comparable U.S. catheter products [ * ]% during any period in which a Component Product is sold (as determined from IMS surveys or other reputable industry data surveys), then Medtronic may request that the purchase price be adjusted by an equivalent percentage change. Provided, such change [ * ]% in any 12 month period. Such adjusted price to apply until further adjusted pursuant to this paragraph or agreed by the parties.
Adjustments to Price. If the Schedule indicates that the Price is to be adjusted during the Term, then on the date or dates stated in the Schedule (which must not be more frequent than six monthly), the Price from and including the applicable date set out in the Schedule will be adjusted by the amount or according to the formula set out in the Schedule.
Adjustments to Price. The TARGET PRICE and the ADJUSTED TARGET PRICE shall be increased by (1) the additional amount paid to any CONTRACTOR resulting from any OWNER approved written change orders resulting from causes other than KVAERNER PROCESS' DEFECTIVE WORK (as defined in ARTICLE 6 herein) in excess of the CONTRACTOR's agreed upon CONTRACT PRICE, by (2) the additional amount paid to KVAERNER PROCESS resulting from any OWNER approved written change orders in excess of the estimated KVAERNER CONTRACT PRICE, (3) any additional costs to the PROJECT relating to comments of FDA officials (as communicated by OWNER) or OWNER or OWNER's consultants to the design, described in EXHIBIT B, currently the basis of the PROJECT, which are received after the execution of this CONTRACT and (4) the positive difference between (X) the bid amount of the BIDDER recommended by KVAERNER PROCESS for any separate scope of the PROJECT WORK, and (Y) the bid amount of the BIDDER selected by the OWNER, if other than the BIDDER recommended by KVAERNER PROCESS, pursuant to ARTICLE 2.3 PROCUREMENT of the Scope of Work attached hereto as EXHIBIT A. Only bidders from the PRE APPROVED BIDDER LIST may bid elements of PROJECT WORK and OWNER is limited to selecting bids from these PRE APPROVED BIDDER LIST bids.
Adjustments to Price. The price of one hundred ten million, five hundred thousand dollars ($110,500,000) for the Production Parts as outlined in section 9.1.1 is based on [***]. In addition to the potential volume adjustments as set forth in Section 4.8, Toyota may, at its discretion, reduce the total number of RAV4 EVs for which Production Parts are purchased. In such event, Tesla and Toyota shall engage in good faith negotiations to determine the appropriateness and amount of additional compensation to Tesla to compensate it for any costs incurred by it in connection with this Agreement for which Tesla is not otherwise compensated due to such volume reduction. However, if such volume reduction is due to Tesla’s failure to comply with the terms of this Agreement, Tesla shall not be entitled to additional compensation. In addition to the foregoing provision, and as part of the ongoing, ordinary course of business between the Parties, the quantity and Toyota Price may be adjusted prospectively from time to time, either higher or lower, all as evidenced by one or more Contract Documents agreed upon by the Parties. For avoidance of doubt, Toyota will not pay any fees for use of Tesla Technology under this Agreement and Tesla will not pay any fees for use of the Toyota Technology under this Agreement.
Adjustments to Price. The Price could change pursuant to the applicable Project Agreement after review by ViroPharma representatives and OSG representatives. If necessary mutually agreed Price Adjustments could be implemented.
