True-up of Supply Price Sample Clauses

True-up of Supply Price. Within sixty (60) days following the Processing Assumption Date with respect to Trospium Once-Daily, and sixty (60) days following August 31, 2008 and each subsequent twelve (12) month period ending August 31 thereafter with respect to Trospium Twice-Daily, Indevus shall provide Esprit a preliminary report estimating Indevus’ calculation of the actual Supply Price for the aggregate shipments of Finished Products and/or Samples supplied to Esprit for the period covered by such report (the “Actual Shipment Supply Price”), which calculation shall state the amount by which the Forecasted Supply Price for the applicable Product exceeded or was less than the Actual Shipment Supply Price for such shipments. To the extent that volume estimates are needed for such calculation, annualized volumes shall be utilized. In addition, with respect to Trospium Twice-Daily, the report shall include a calculation of the actual quantity of Samples purchased by Esprit for that year as a percentage of the Annual Purchased Amount for that year and any reconciliation caused by the difference between such actual quantity and the quantity of Samples used to determine the Forecasted Supply Price for Trospium Twice-Daily. In the event the Forecasted Supply Price for the applicable Product exceeds the Actual Shipment Supply Price for such period, Esprit shall credit the amount of such deviation from the next payment due Indevus under Section 6.4; provided that Indevus shall reimburse Esprit any amounts not so credited in the event that such amounts are greater than the payments due to Indevus in such payment under Section 6.4. In the event the Forecasted Supply Price for the applicable Product was less than the Actual Shipment Supply Price for such period, Esprit shall pay the amount of such deviation with the next payment due Indevus under Section 6.4. Within thirty (30) days following the end of the first complete Calendar Quarter ending after the date of the preliminary reports referred to above, if there are any deviations from the amounts set forth in the preliminary reports referred to above, Indevus shall provide Esprit with a written report including Indevus’ final determination of the figures set forth in the preliminary reports referred to above and any deviations from the Actual Shipment Supply Price shall be addressed similarly to the deviations referred to in the preceding two sentences. Upon the expiration or any termination of this Agreement, any then unpaid true-up paym...
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True-up of Supply Price. Within fifteen (15) days following the end of the first and last semi-annual period of each CALENDAR YEAR (i.e., within 15 days after June 30 and December 31 of each CALENDAR YEAR), GENTA shall provide AVENTIS a preliminary report estimating the following: (i) GENTA's calculation of the actual Supply Price for each shipment of FINISHED PRODUCT, BULK DRUG PRODUCT and/or API supplied to AVENTIS during such semi-annual period (the "Actual Shipment Supply Price"), which calculation shall include a reasonably detailed breakdown of the components of the Actual Shipment Supply Price, including, without limitation, the items described in Section 10.1.6, (ii) the amount by which the Forecasted Supply Price exceeded or was less than the Actual Shipment Supply Price for such shipment (the "Shipment Supply Price Deviation"), and (iii) a reconciliation of all of the Shipment Supply Price Deviations for such semi-annual period, with separate reconciliations for both AVENTIS US and AVENTIS IRELAND, so as to determine a single amount that either GENTA or AVENTIS US is required to pay to the other, and a single amount that either GENTA or AVENTIS IRELAND is required to pay to the other, by reason of such reconciliations resulting in Shipment Supply Price Deviations that are positive or negative. To the extent that volume estimates are needed for such calculation, annualized volumes shall be utilized. Amounts required to be paid shall be paid by the Party or Parties owing them to the Party or Parties entitled to receive them in accordance with the provisions of Section 11.3
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Related to True-up of Supply Price

  • Supply Price In event BTC exercises the Supply Option, the Supply Agreement shall afford Auxilium supply terms for Year 1 that are not less favorable than the average price afforded to Auxilium by the Back-Up Suppliers for the year immediately preceding the Supply Date and supply terms for each successive year that are not less favorable than the average price afforded to Auxilium by the Back-Up Suppliers for each preceding year as applicable.

  • Transfer Price 4.1. With regard to the Equity Transfer Option, the total Transfer Price to be paid by the WFOE or any other entity or individual designated by the WFOE to each Company Shareholder at each Exercise of Option by the WFOE shall be the capital contribution mirrored by the corresponding Transferred Equity in the Company Registered Capital. But if the lowest price permitted by the then-effective PRC Law is higher than the above capital contribution, the Transfer Price shall be the lowest price permitted by the PRC Law.

  • Certificate of Adjusted Purchase Price or Number of Shares Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

  • Notice of Adjustment Upon the occurrence of any event which requires any adjustment of the Exercise Price, then, and in each such case, the Company shall give notice thereof to the holder of this Warrant, which notice shall state the Exercise Price resulting from such adjustment and the increase or decrease in the number of Warrant Shares purchasable at such price upon exercise, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Such calculation shall be certified by the Chief Financial Officer of the Company.

  • Notice of Adjustments of Conversion Price Whenever the conversion price is adjusted as herein provided:

  • Notice of Adjustments of Conversion Rate Whenever the Conversion Rate is adjusted as herein provided:

  • Contract Sales Price The total consideration provided for in the sales contract for the sale of a Property.

  • Notice of Adjustments Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s Transfer Agent.

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Price Adjustment No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

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