Inflation Reduction Act Sample Clauses

Inflation Reduction Act. Subject to Section 7.5.3(e), if, during the Royalty Term for a given Royalty Product, such Royalty Product is designated as a “selected drug” by the Secretary of the United States Department of Health and Human Services (or similarly designated by another United States national or state official), and ▇▇▇▇▇▇▇ is required to negotiate a Maximum Fair Price that will apply to sales of such Royalty Product during the Price Applicability Period, then the royalty rates set forth in Section 7.5.1 solely with respect to Net Sales in the United States will be reduced by [***].

Inflation Reduction Act. ‌ 9.2.1 Seller shall ensure that any Laborers and Mechanics that perform any portion of the Work that constitutes Construction or Repair or Alteration are paid wages at rates not less than the prevailing rates for work of a similar character in the locality where such Construction or Repair or Alteration is performed, as most recently determined by the Secretary of Labor at the time of the relevant Work, in accordance with subchapter IV of chapter 31 of title 40, United States Code. 9.2.2 Except as provided in this Section 9.2.2, Seller shall ensure that the percentage of the total Labor hours incurred in connection with any portion of the Work that constitutes Construction or Repair or Alteration and that is performed by Qualified Apprentices is at least equal to that percentage set forth in that subsection of Code Section 45(b)(8)(A)(ii) applicable to the year in which the Project begins construction for purposes of Code Section 48. Seller shall employ, and shall ensure that any Tax Subcontractor that employs four or more individuals in connection with such Construction employs, one or more Qualified Apprentices. Seller shall, and shall cause all Tax Subcontractors to retain books and records sufficient to demonstrate compliance with the foregoing. In the event that Seller or any Tax Subcontractor is not able to provide such written documentation, Seller shall be deemed to have satisfied the responsibility set forth in this Section 9.2.2 to the extent that Seller provides written documentation demonstrating to Owner’s reasonable satisfaction (i) that Seller or any such Tax Subcontractor requested Qualified Apprentices from a Registered Apprenticeship Program, and (ii) either (I) such request was denied for reasons other than the failure of Seller or such Tax Subcontractor to comply with the established standards and requirements of such Registered Apprenticeship Program, or

Inflation Reduction Act. Subject to Section 8.4.8, in any Calendar Quarter during the Royalty Term for a Licensed Product for which such Licensed Product is designated as a “selected drug” by the Secretary of the U.S. Department of Health and Human Services under the Inflation Reduction Act, and ▇▇▇▇▇ is required to negotiate a maximum fair price that will apply to sales of such Licensed Product during the price applicability period as specified in the Inflation Reduction Act, then, for each Calendar Quarter thereafter and for so long as the Licensed Product remains subject to the Inflation Reduction Act and a maximum fair price, the Royalty rates provided in Section 8.4.2 above for the Licensed Product will be reduced in the United States by [***] for each such Calendar Quarter.

Inflation Reduction Act. In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of U.S. federal income tax laws applicable to investments similar to an investment in shares of our Common Stock. On August 16, 2022, President ▇▇▇▇▇ signed into law the Inflation Reduction Act of 2022 (the “IRA”). The IRA includes numerous tax provisions that impact corporations, including the implementation of a corporate alternative minimum tax as well as a 1% excise tax on certain stock repurchases and economically similar transactions. However, REITs are excluded from the definition of an “applicable corporation” and therefore are not subject to the corporate alternative minimum tax. Additionally, stock repurchases by REITs are specifically excepted from the 1% excise tax. Our taxable REIT subsidiary operates as a standalone corporation and therefore could be adversely affected by the IRA. We will continue to analyze and monitor the application of the IRA to our business; however, the effect of these changes on the value of our assets, our shares or market conditions generally, is uncertain. In July 2022, the Company invested $8.0 million, representing a portion of the capital gain the Company recognized from its investment in Monmouth Real Estate Investment Corp. (“MREIC”), which was acquired by a third party in February 2022, in UMH OZ Fund, LLC (“OZ Fund”), a new entity formed by the Company. The OZ Fund was created to acquire, develop and redevelop manufactured housing communities requiring substantial capital investment and located in areas designated as Qualified Opportunity Zones by the Treasury Department pursuant to a program authorized under the 2017 TCJA to encourage long-term investment in economically distressed areas. The Company owns a 77% interest in the OZ Fund. The OZ Fund was designed to allow the Company and other investors in the OZ Fund (which include certain of the Company’s directors) to defer the tax on recently realized capital gains reinvested in the OZ Fund until December 31, 2026 and to potentially obtain certain other tax benefits. The Company manages the OZ Fund and will receive certain management fees as well as a 15% carried interest in distributions by the OZ Fund to the other investors (subject to first returning investor capital with a 5% preferred return). Some aspects of the Treasury Department’s Qualified Opportunity Zone rules remain uncertain. Technical corrections legislation may be needed to clarify cer...

Inflation Reduction Act. If during the Royalty Term for a Licensed Product in the U.S., a Licensed Product is designated as a “selected drug” by the Secretary of the U.S. Department of Health and Human Services under the Inflation Reduction Act, and CRISPR (or any of its Affiliates or its or their Sublicensees) is required to negotiate a maximum fair price that shall apply to sales of such Licensed Product during the price applicability period as specified in the Inflation Reduction Act, then, thereafter, then the Royalty Rates in the U.S. for such Licensed Product will be reduced to [***] of the Royalty Rate in Section 7.3.4(a).

Inflation Reduction Act. If the United States Department of Health and Human Services designates a Licensed Product as a Selected Drug subject to Maximum Fair Price negotiation, then, as between the Parties, AbbVie shall have the sole right, in its sole discretion, to conduct such negotiations, and all activities with respect thereto and to control all decisions and interactions with the applicable Governmental Authority(ies) with respect thereto. Xilio shall fully cooperate with all reasonable requests of AbbVie in connection therewith by undertaking efforts to do all such reasonable acts and things and to sign all such documents as will reasonably enable AbbVie to comply with Applicable Law, including providing copies of all information in the Control of Xilio that is required to be submitted to the applicable Governmental Authority(ies) [**].

Inflation Reduction Act. Subject to Section 9.3.3(v) (Limitation on Royalty Reductions), on a Licensed Product-by-Licensed Product basis, during the Royalty Term for such Licensed Product in the United States, if such Licensed Product is designated as a “selected drug” by the Secretary of the U.S. Department of Health and Human Services under the Inflation Reduction Act, and Company negotiates a maximum fair price that will apply to sales of such Licensed Product during the price applicability period as specified in the Inflation Reduction Act, then, after the publication of the maximum fair price, during the Royalty Term, for purposes of calculating the royalty payable pursuant to Section 9.3.1 (Royalty Rates), the Net Sales of such Licensed Product in the United States shall be deemed to be reduced by [***].

Inflation Reduction Act. If, during the Royalty Term for a Licensed Product in the U.S., such Licensed Product is designated as a Selected IRA Drug by the Secretary of the U.S. Department of Health and Human Services, and Novartis, its Affiliate or its or their Sublicensee is required to negotiate, and is ultimately subject to, a maximum fair price under the Inflation Reduction Act that will apply to sales of such Licensed Product during the price applicability period, then, for the purposes of Section 9.3(a), the royalty rate applicable to the Net Sales of such Licensed Product in the U.S. during [**] shall be reduced [**], [**] of the applicable rates set forth in Section 9.3(a), [**].

Inflation Reduction Act. With respect to the calculation of royalties in the United States, if the Licensed Product becomes eligible for drug price negotiation under the Inflation Reduction Act, then, subject to Section 7.3.3(e) (Cumulative Royalty Reductions), the applicable Royalty Rates for the Net Sales of such Licensed Product in the United States shall be reduced by a percentage equal to [***].