ADJUSTMENT OF PAYMENTS RELATED TO RONDEC PRODUCTS OR CCA PRODUCTS Sample Clauses

ADJUSTMENT OF PAYMENTS RELATED TO RONDEC PRODUCTS OR CCA PRODUCTS. In the event of the occurrence of an FDA/DJ Pharma Event (as hereinafter defined) at any time up to and through December 31, 2006, DJ Pharma's future payment obligations to Dura or Dura Bermuda as of the FDA/DJ Pharma Restriction Date (as hereinafter defined) shall be adjusted as follows: (a) AGGREGATE RESTRICTED PRODUCT PAYMENTS EXCEED ADJUSTED NET SALES AMOUNT. In the event that the Aggregate Restricted Product Payments (as hereinafter defined) for a Restricted Rondec Product(as hereinafter defined) or Restricted CCA Product (as hereinafter defined), as the case may be, exceed twenty-five percent (25%) of the total Net Sales by DJ Pharma of such Restricted Rondec Product or Restricted CCA Product (the "Adjusted Net Sales Amount") as of the FDA/DJ Pharma Restriction Date up to the amount by which the Aggregate Restricted Product Payments exceed the Adjusted Net Sales Amount, then DJ Pharma (i) may reduce all Net Royalty Payments not yet due for the Products as of the FDA/DJ Pharma Restriction Date up to the amount by which the Aggregate Restricted Product Payments exceed the Adjusted Net Sales Amount and (ii) may reduce the Rondec/CCA Subordinated Product Acquisition Note (as hereinafter defined) up to the lesser of (x) the product of the principal outstanding under such Rondec/CCA Subordinated Product Acquisition Note as of the FDA/DJ Pharma Restriction Date (such principal to be determined assuming all payments under the Rondec/CCA Subordinated Product Acquisition Note have been made on a timely basis) multiplied by the ration of Net Sales of the respective Restricted Rondec Products or Restricted CCA Products, as the case may be, for the twelve (12) months immediately preceding the FDA/DJ Pharma Restriction Date to total Net Sales of the Rondec Products and CCA Products for the twelve (12) months immediately preceding the FDA/DJ Pharma Restriction Date (the "OTC Product Ratio") and (y) the product of eight million dollars ($8,000,000,000) multiplied by the OTC Product Ratio. (b) ADJUSTED NET SALES EXCEED AGGREGATE RESTRICTED PRODUCT PAYMENT. (i) DURING PERIOD COMMENCING AS OF THE CLOSING AND ENDING AS OF DECEMBER 31, 2003. In the event that at any time in the period commencing as of the Closing and ending December 31, 2003, the Adjusted Net Sales Amount exceeds the Aggregate Restricted Products Payments, then DJ Pharma's payment obligations under the Rondec/CCA Subordinated Product Acquisition Note may be reduced by an amount equal to the lesser of (x)...
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Related to ADJUSTMENT OF PAYMENTS RELATED TO RONDEC PRODUCTS OR CCA PRODUCTS

  • Additional Products and Services Subject to the allocation of funds, the CPO may add similar equipment, supplies, services, or locations, within the scope of this Agreement, to the list of equipment, supplies, services, or locations to be performed or provided by giving written notification to Contractor. For purposes of this Section, the “Effective Date” means the date specified in the notification from the CPO. As of the Effective Date, each item added is subject to this Agreement, as if it had originally been a part, but the charge for each item starts to accrue only on the Effective Date. In the event the additional equipment, supplies, services, or locations are not identical to the items(s) already under this Agreement, the charges therefor will then be Contractor’s normal and customary charges or rates for the equipment, supplies, services, or locations classified in the Fees and Costs (Exhibit “F”).

  • Portion of Products/Services Available If only a portion of Products and/or Services is available for shipment or performance to meet the Delivery Date, Supplier shall promptly notify DXC and proceed unless otherwise directed by DXC. Supplier shall be responsible for any cost increase in the shipment of Products due to its failure to meet the Delivery Date and/or if such method does not comply with DXC’s shipping instructions.

  • Particular Methods of Procurement of Goods and Works International Competitive Bidding. Goods and works shall be procured under contracts awarded on the basis of International Competitive Bidding.

  • Payment of Sales, Use or Similar Taxes All sales, use, transfer, intangible, recordation, documentary stamp or similar Taxes or charges, of any nature whatsoever, applicable to, or resulting from, the transactions contemplated by this Agreement shall be borne by the Sellers.

  • Other Methods of Procurement of Goods and Works The following table specifies the methods of procurement, other than International Competitive Bidding, which may be used for goods and works. The Procurement Plan shall specify the circumstances under which such methods may be used: (a) National Competitive Bidding (b) Shopping (c) Direct Contracting

  • Other Products and Services As our customer, you have access to a suite of financial products and services availed by ourselves, our affiliates and strategic partners designed to help you address and achieve your financial needs and goals. You agree that you can obtain information about such Products and Services via our website xxx.xxxxxxxx.xxx.xx and you further agree that we can from time to time communicate information in relation to such Products or Services to you specifically or generally to all cardmembers via such communication mode as we consider appropriate.

  • Third Party Products and Services Any third-party hardware, software and/or services that is delivered by ResMed for use either standalone or in conjunction with ResMed products and/or services, shall be subject to the third-party terms and conditions and/or license agreements between Customer and the third party. Such third-party hardware, software and/or services is provided by ResMed "AS IS," without any warranty of any kind. Any representations or warranties as to such hardware, software and/or services shall only be as granted by the applicable third parties, if any, that accompany such products and/or software and/or services. Any representations, warranties, or other similar obligations with respect to such third-party hardware, software and/or services flow directly from the third party to Customer and ResMed shall have no responsibility at all for any such representations, warranties, obligations or lack thereof.

  • SEXUAL EXPLOITATION 18.1 The Contractor shall take all appropriate measures to prevent sexual exploitation or abuse of anyone by it or by any of its employees or any other persons who may be engaged by the Contractor to perform any services under the Contract. For these purposes, sexual activity with any person less than eighteen years of age, regardless of any laws relating to consent, shall constitute the sexual exploitation and abuse of such person. In addition, the Contractor shall refrain from, and shall take all appropriate measures to prohibit its employees or other persons engaged by it from, exchanging any money, goods, services, offers of employment or other things of value, for sexual favors or activities, or from engaging in any sexual activities that are exploitive or degrading to any person. The Contractor acknowledges and agrees that the provisions hereof constitute an essential term of the Contract and that any breach of this representation and warranty shall entitle UNDP to terminate the Contract immediately upon notice to the Contractor, without any liability for termination charges or any other liability of any kind. 18.2 UNDP shall not apply the foregoing standard relating to age in any case in which the Contractor’s personnel or any other person who may be engaged by the Contractor to perform any services under the Contract is married to the person less than the age of eighteen years with whom sexual activity has occurred and in which such marriage is recognized as valid under the laws of the country of citizenship of such Contractor’s personnel or such other person who may be engaged by the Contractor to perform any services under the Contract.

  • Description of Goods or Services and Additional Terms and Conditions The Contractor shall perform as set forth in Exhibit A. For purposes of this Contract, to perform and the performance in Exhibit A is referred to as “Perform” and the “Performance.”

  • DEVELOPMENT OR ASSISTANCE IN DEVELOPMENT OF SPECIFICATIONS REQUIREMENTS/ STATEMENTS OF WORK

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