Transfer Price Adjustment Sample Clauses

Transfer Price Adjustment. The Transfer Price may be adjusted from time to time throughout the Term of the Agreement beginning at any time after the *** for factors such as, but not limited to, changes in raw material costs, labor costs, regulatory costs, or product liability costs. However, such adjustment shall not exceed, unless otherwise agreed, the consumer price index for Chemical Solvents area, as published by the U.S. Department of Labor, Bureau of Labor Statistics and in effect on the aforementioned date. If price adjustments are related to changes in the Product Specifications requested by SyntheMed, BIOVECTRA will propose new pricing which will be negotiated in good faith and, subject to the succeeding sentence, will be effective immediately upon shipment of Products meeting the new Product Specifications. Pricing adjustments will occur no more than *** and, unless otherwise agreed, shall become effective no earlier than three (3) months after written notice thereof is provided to SyntheMed. BIOVECTRA shall include in its notification a detailed justification for all adjustments. Such adjusted Transfer Price shall be reflected in any BIOVECTRA invoices issued for Product shipped after the effective date of adjustment.
Sample 1
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Transfer Price Adjustment. The Estimated Net Book Value shall be deemed final for the purposes of this Section 2.07 upon the earliest of (x) the failure of NASD to notify NYSE Regulation of a dispute within 60 days of the Closing Date, (y) the resolution of all disputes, pursuant to this Section 2.07, by NASD and NYSE Regulation, and (z) the resolution of all disputes, pursuant to Section 2.07, by the Independent Accounting Firm (as so finalized, the “Final Net Book Value”). Within three Business Days of the Net Book Value being deemed final, a payment shall be made as follows:
Sample 1
Transfer Price Adjustment. Mikah shall consult with DRL prior to agreeing to any adjustment in the Contract Manufacturer’s Product supply price.
Sample 1
Transfer Price Adjustment. The NET SALES TRANSFER PRICE shall be determined based on the NET SALES on a CALENDAR YEAR basis. Within sixty (60) days after the end of each CALENDAR YEAR, VIVUS shall render to MTPC a report setting forth the calculation of the NET SALES for each dosage forms of the PRODUCT in such CALENDAR YEAR. In the CALENDAR YEAR that the SUPPLY PERIOD ends, Section 11.6(a) will apply. In the event the NET SALES TRANSFER PRICE in a CALENDAR YEAR per BULK DRUG TABLET is greater than the FIXED TRANSFER PRICE, VIVUS shall make additional payments to MTPC for the difference between those prices for each BULK DRUG TABLET of the COMMERCIAL SALES during such CALENDAR YEAR. The formula for calculation for such adjustment is as follows; ***.
Sample 1
Transfer Price Adjustment. The Transfer Price may be adjusted from time to time throughout the Term of the Agreement beginning at any time after the *** anniversary of the commencement of the Term for factors such as, but not limited to, changes in raw material costs, labor costs, regulatory costs, or product liability costs. However, such adjustment shall not exceed, unless otherwise agreed, the consumer price index for the Midwest Urban MSA area, as published by the U.S. Department of Labor, Bureau of Labor Statistics and in effect on the aforementioned date. If price adjustments are related to changes in the Product Specifications requested by SyntheMed, STI will propose new pricing which will be negotiated in good faith and, subject to the succeeding sentence, will be effective immediately upon shipment of Products meeting the new Product Specifications. Pricing adjustments will occur no more than *** and, unless otherwise agreed, shall become effective no earlier than six months after written notice thereof is provided to SyntheMed. STI shall include in its notification a detailed justification for all adjustments. Such adjusted Transfer Price shall be reflected in any STI invoices issued for Product shipped after the effective date of adjustment.
Sample 1
Transfer Price Adjustment. Except as provided in 4.5(g), the Transfer Prices may be adjusted from time to time throughout the Term of the Agreement for factors such as, but not limited to, changes in raw material costs, labor costs, regulatory costs, or product liability costs., However, such adjustment shall not exceed, unless otherwise agreed, the consumer price index for the Philadelphia metropolitan area, as published by the U.S. Department of Labor, Bureau of Labor Statistics. If price adjustments are related to changes in the Product Specifications requested by BMPI, KNC will propose new pricing which will be negotiated in good faith and will be effective immediately upon shipment of Products meeting the new Product Specifications. Such pricing adjustments will occur no more than annually by so notifying BMPI in writing. KNC shall include in its notification a detailed justification for all adjustments. Such adjusted Transfer Price shall be reflected in any KNC invoices issued for Product shipped after the date of adjustment.
Sample 1
Transfer Price Adjustment. (a) Within sixty (60) days following the Closing Date, the Buyer shall deliver to the Members’ Representative a Closing statement (the “Closing Statement”) setting forth the Buyer’s good faith calculation of the Adjustment Amount, including, without limitation, Net Debt, together with reasonably detailed back-up data to support each item from which such amount is calculated. The Closing Statement shall be prepared in accordance with GAAP and, to the extent not inconsistent therewith, using the same methodologies used in preparing the Balance Sheet, taking into account information that becomes available after the Closing in accordance with GAAP. The Company shall cooperate with the Buyer in the preparation of the Closing Statement as reasonably requested by the Buyer.
Sample 1
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Transfer Price Adjustment. The Transfer Price with respect to Cephalon Licensed Products shall be adjusted as follows:
Sample 1
Transfer Price Adjustment. The Transfer Price may be adjusted from time to time throughout the Term of the Agreement beginning at any time after *** for factors such as, but not limited to, changes in raw material costs (not including pass through cost materials which will be adjusted when and if changes occur, both higher or lower costs), labor costs, regulatory costs, or product liability costs. However, such adjustment shall not exceed, unless otherwise agreed, the consumer price index for the Midwest Urban MSA area, as published by the U.S. Department of Labor, Bureau of Labor Statistics and in effect on the aforementioned date. Pricing adjustments will occur no more than *** and, unless otherwise agreed, shall become effective no earlier than 30 days after written notice thereof is provided to SyntheMed. CDI shall include in its notification a detailed justification for all adjustments. Such adjusted Transfer Price shall be reflected in any CDI invoices issued for Product shipped after the effective date of adjustment. If price adjustments are related to changes in the Product Specifications requested by SyntheMed, CDI will propose new pricing which will be negotiated in good faith and, subject to the succeeding sentence, and will be effective immediately upon shipment of Products meeting the new Product Specifications.
Sample 1

Related to Transfer Price Adjustment

  • 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.

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • 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.

  • Price Adjustments 8.5.1 Not more than once per calendar year, Lonza may adjust the Price in accordance with the [***] for the previous calendar year. The new Price reflecting such Batch Price adjustment shall be effective for any Batch for which the Commencement Date is on or after the date of Lonza’s notice to Customer of the Price adjustment.

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • Exercise Price Adjustment Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.

  • Purchase Price Allocation The Parties shall allocate five percent (5%) of the Final Closing Consideration to the Restrictive Covenants for Tax purposes. The Parties acknowledge and agree that the Tax allocation, if any, of the Final Closing Consideration to Restrictive Covenants shall not, in any way, limit any remedy available to Purchaser for any breach by any Seller Party of any Restrictive Covenants. The Parties shall allocate the remainder of the Final Closing Consideration (and any other relevant items) to the Acquired Assets in accordance with Section 1060 of the Code. NIS shall provide to Purchaser a draft allocation within ninety (90) days after the Closing Date. Within forty-five (45) days after NIS’s delivery of the draft allocation, Purchaser shall notify NIS of any objections it may have thereto. The Parties shall attempt in good faith to resolve any disagreement with respect to such allocation. If the Parties are unable to reach an agreement, they shall cause the Accountant to resolve any remaining disputes. The Parties shall split the costs of such Accountant equally. The Parties agree to file all Tax Returns (including IRS Form 8594) consistent with the purchase price allocation, as finally determined pursuant to this Section 2.6. The Parties shall revise the purchase price allocation, if and when necessary, to take into account any adjustment to the Purchase Price pursuant to this Agreement using the same methodologies as were used in compiling the initial allocation; provided, however, that, for the avoidance of doubt, no additional amounts shall be allocated to the Restrictive Covenants for Tax purposes. To the extent Section 483 of the Code or any succeeding or corresponding provision of applicable law applies to characterize portions of the Purchase Price as interest payments, the Parties hereby agree to so treat them.

  • Base Price Adjustments The base aircraft price (pursuant to Article 3 of the Agreement) of the Option Aircraft will be adjusted to Boeing's and the engine manufacturer's then-current prices as of the date of execution of the Option Aircraft Supplemental Agreement.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

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