Detail Shortfalls Sample Clauses

Detail Shortfalls. 79 13.5 Breach of Non-Competition Obligations.............................................................. 80 13.6
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Detail Shortfalls. (a) In the event that either Party fails to perform (such Party, a "Shortfall Party") at least [**] percent ([**]%) of its Detail Requirement in any Year as reported pursuant to Section 6.4 or verified pursuant to Section 9.3, the Shortfall Party shall pay to the other Party as liquidated damages an amount equal to the Detail Cost (as hereinafter defined), multiplied by the applicable factor set forth below (the "Shortfall Factor") multiplied by the total number of Details in the shortfall (the Detail Cost, multiplied by the number of Details in the shortfall, multiplied by the Shortfall Factor, the "Detail Shortfall Payment Amount"), on an incremental basis as set forth below: 41 ----------------------------------------------------------------------------------------- Shortfall Detail Shortfall Level Factor ----------------------------------------------------------------------------------------- For such portion of shortfall which is: > or = [**]% but < [**]% of Detail [**] Requirement ----------------------------------------------------------------------------------------- For such portion of shortfall which is: > or = [**]% but < [**]% of Detail [**] Requirement ----------------------------------------------------------------------------------------- For such portion of shortfall which is: < [**]% of Detail Requirement [**] -----------------------------------------------------------------------------------------
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Detail Shortfalls. Either Party may terminate this Agreement as provided in Section 6.5.
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Detail Shortfalls. (a) In the event that Neurocrine fails to perform during the [***] at least [***] of its Final Detail Requirement with respect to the Products in a [***] (in the event of such failure, Neurocrine will be a "Shortfall Party") in any Year as reported pursuant to Section 6A.4 and verified pursuant to Section 9.2, Neurocrine shall pay to Pfizer as liquidated damages, an amount equal to (i) [***] (the "Detail Cost"), multiplied by (ii) [***]; provided, however, that the Detail Shortfall Payment Amount shall not exceed the Detail Cost, multiplied by [***]. To the extent Neurocrine's Details are [***] of the Final Detail Requirement during the [***], in addition to the Detail Shortfall Payment Amount, Neurocrine's Commission Payment with respect to such Detail shortfall shall be reduced pursuant to Section 8.2(a)(ii). (b) Pfizer shall give notice to Neurocrine that (i) Neurocrine is a Shortfall Party; or (ii) Pfizer wishes to verify Details pursuant to Section 9.2, in each case within one hundred and twenty (120) days of receipt of the last cumulative annual Detailing Report set forth in Section 6A.4(a) delivered after the end of each respective Year. Neurocrine shall pay the Detail Shortfall Payment Amount within thirty (30) days of notice and verification that it is a Shortfall Party, or within thirty (30) *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. days of the report by an independent accountant pursuant to Section 6A.9, as applicable. (c) The parties understand and agree that any Detail Shortfall Payment Amount or any reduction in the Commission Payment pursuant to Section 8.2(a)(ii) below shall be paid as liquidated damages and not as a penalty and that such sum represents a genuine pre-estimate of the loss the parties believe would be suffered as a result of such Detail shortfalls. Pfizer' right to receive payment of the Detail Shortfall Payment Amount under Section 6A.7(a) and any reduction in the Commission Payment pursuant to Section 8.2(a)(ii) shall be in lieu of any other compensation or remedy that Pfizer may have for such a shortfall, including for claim of breach of this Agreement on account of such Detail shortfall. In addition, reduction in the Commission Payment pursuant to Section 8.2(a)(ii) shall not survive termination of this Agreement, except in the event that at the time of such termination, Neurocrine's Commis...
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Detail Shortfalls. (a) If based on a Party’s Internal Detailing Report, or upon verification by the independent accountant pursuant to Section 6.11.3, it is determined at the end of the applicable Calendar Year that the Detail Reporting Party has failed to perform at least ** of its Detail Requirements as set forth in the Commercialization Plan at the beginning of the applicable Calendar Year, then such Detail Reporting Party shall be a “
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Detail Shortfalls. (i) In the event that either Party fails to perform (such Party, a "Shortfall Party") at least [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] percent ([CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]%) of its Detail Requirement in any Year as reported pursuant to Article 8A.6 or verified pursuant to Article 8A.7 in any of the Major Market Countries, the Shortfall Party shall pay to the other Party as liquidated damages an amount equal to the Detail Cost, multiplied by the applicable factor set forth below (the "Shortfall Factor") multiplied by the total number of Details in the shortfall (the Detail Cost, multiplied by the number of Details in the shortfall, multiplied by the Shortfall Factor, the "Detail Shortfall Payment Amount"), on an incremental basis as set forth below: Detail Shortfall Level Shortfall Factor For such * [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED [CONFIDENTIAL INFORMATION portion of SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]% but < HAS BEEN OMITTED AND FURNISHED shortfall [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES which is: SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] AND EXCHANGE COMMISSION] % of Detail Requirement For such * [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED [CONFIDENTIAL INFORMATION portion of SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]% but < HAS BEEN OMITTED AND FURNISHED shortfall [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES which is: SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] AND EXCHANGE COMMISSION] % of Detail Requirement For such * [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED [CONFIDENTIAL INFORMATION portion of SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]% but < HAS BEEN OMITTED AND FURNISHED shortfall [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES which is: SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] AND EXCHANGE COMMISSION] % of Detail Requirement For such < [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED [CONFIDENTIAL INFORMATION portion of SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] HAS BEEN OMITTED AND FURNISHED shortfall % of Detail Requirement SEPARATELY TO THE SECURITIES which is: AND EXCHANGE COMMISSION]
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Detail Shortfalls. In the event that a Party does not meet [***] of the Detail Requirements assigned to it pursuant to the U.S. Commercialization Plan (as such Detail Requirements may be adjusted pursuant ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. to Section 7.5.1) during any Calendar Year, such Party shall be deemed to have caused a "Detail Shortfall" for such Calendar Year. Promptly following the end of the first Calendar Year with respect to which a Party has caused a Detail Shortfall, such Party shall pay to the other Party an amount equal to the "Detail Shortfall Cost" (as defined below) for such Calendar Year (which amount shall not be subject to offset or credit against amounts due pursuant to Section 9.5.4 but rather shall be paid directly to the other Party). Promptly following the end of any second Calendar Year with respect to which a Party has caused a Detail Shortfall, [***]
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Related to Detail Shortfalls

  • Collateral Shortfalls In the event that amounts on deposit in the Collateral Fund at any time are insufficient to cover any withdrawals therefrom that the Company is then entitled to make hereunder, the Purchaser shall be obligated to pay such amounts to the Company immediately upon demand. Such obligation shall constitute a general corporate obligation of the Purchaser. The failure to pay such amounts within two Business Days of such demand (except for amounts to cover interest on a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an immediate termination of the Purchaser's right to make any Election to Delay Foreclosure or Election to Foreclose and the Company's obligations under this Agreement with respect to all Mortgage Loans to which such insufficiencies relate, without the necessity of any further notice or demand on the part of the Company.

  • Shortfalls (i) If the amounts described in Section 2.3 are insufficient to pay the Class A Monthly Interest on any Distribution Date, payments of interest to the Class A Noteholders will be reduced on a pro rata basis by the amount of such deficiency. The aggregate amount, if any, of such deficiency on any Distribution Date, together with the aggregate unpaid amount of any such deficiencies with respect to all prior Distribution Dates, shall be referred to as the “Class A Shortfall”. Interest shall accrue on the Class A Shortfall at the Class A Note Rate.

  • Finance Charge Each Receivable provides for the payment of a finance charge or shall yield interest calculated on the basis of an APR ranging from 0.50% to 22.24%.

  • Excess Finance Charge Collections Series 2017-6 shall be an Excess Allocation Series. Subject to Section 4.05 of the Agreement, Excess Finance Charge Collections with respect to the Excess Allocation Series for any Distribution Date will be allocated to Series 2017-6 in an amount equal to the product of (x) the aggregate amount of Excess Finance Charge Collections with respect to all the Excess Allocation Series for such Distribution Date and (y) a fraction, the numerator of which is the Finance Charge Shortfall for Series 2017-6 for such Distribution Date and the denominator of which is the aggregate amount of Finance Charge Shortfalls for all the Excess Allocation Series for such Distribution Date. The “Finance Charge Shortfall” for Series 2017-6 for any Distribution Date will be equal to the excess, if any, of (a) the full amount required to be paid, without duplication, pursuant to subsections 4.05(a), 4.05(b) and 4.05(c) and subsections 4.07(a) through (j) on such Distribution Date and the full amount required to be paid, without duplication, pursuant to subsections 3.02(a)(iii) and 3.02(a)(iv) of the Transfer Agreement on the related Payment Date (as such term is defined in the Transfer Agreement) over (b) the sum of (i) the Reallocated Investor Finance Charge Collections, (ii) if such Monthly Period relates to a Distribution Date with respect to the Controlled Accumulation Period or Early Amortization Period, the amount of Principal Funding Account Investment Proceeds, if any, with respect to such Distribution Date and (iii) the amount of funds, if any, to be withdrawn from the Reserve Account which, pursuant to subsection 4.12(d), are required to be included in Class A Available Funds with respect to such Distribution Date. The amount of Excess Finance Charge Collections for Series 2017-6 for any Distribution Date shall be specified in subsection 3.02(a)(v) of the Transfer Agreement. On each Distribution Date, the Trustee shall deposit into the Collection Account for application in accordance with Section 4.05 of the Agreement the aggregate amount of Excess Finance Charge Collections received by the Trustee pursuant to the Transfer Agreement on such date.

  • Cash Shortages No employee may be required to make up cash register shortages unless he or she is given the privilege of checking the money and daily receipts upon starting and completing the work shift, and unless the employee has exclusive access to the cash register during the work shift and unless cash is balanced daily, except as specified below. No employee may be required to make up register shortages when Management exercises the right to open the register during the employee's work shift, unless the register is opened in the presence of the employee and the employee is given the opportunity to verify all withdrawals and/or deposits. No employee shall be held responsible for cash shortages unless he or she has exclusive access to his or her cash.

  • Allocations of Finance Charge Collections The Servicer shall allocate to the Series 1997-1 Certificateholders and retain in the Collection Account for application as provided herein an amount equal to the product of (A) the Floating Allocation Percentage and (B) the Series 1997-1 Allocation Percentage and (C) the aggregate amount of Collections of Finance Charge Receivables deposited in the Collection Account on such Deposit Date.

  • Shared Principal Collections Subject to Section 4.04 of the Agreement, Shared Principal Collections for any Distribution Date will be allocated to Series 2018-8 in an amount equal to the product of (x) the aggregate amount of Shared Principal Collections with respect to all Principal Sharing Series for such Distribution Date and (y) a fraction, the numerator of which is the Series 2018-8 Principal Shortfall for such Distribution Date and the denominator of which is the aggregate amount of Principal Shortfalls for all the Series which are Principal Sharing Series for such Distribution Date. The “Series 2018-8 Principal Shortfall” will be equal to (a) for any Distribution Date with respect to the Revolving Period, zero, (b) for any Distribution Date with respect to the Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount with respect to such Distribution Date over the amount of Available Principal Collections for such Distribution Date (excluding any portion thereof attributable to Shared Principal Collections), and (c) for any Distribution Date with respect to the Early Amortization Period, the excess, if any, of the Invested Amount over the amount of Available Principal Collections for such Distribution Date (excluding any portion thereof attributable to Shared Principal Collections).

  • Allocation of Certain Interest Shortfalls For purposes of calculating the amount of Accrued Certificate Interest and the amount of the Interest Distribution Amounts for the Class A Certificates and the Class CE Certificates for any Distribution Date, (1) the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the related Servicer pursuant to Section 3.24) incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated among the Class CE Certificates on a PRO RATA basis based on, and to the extent of, one month's interest at the then applicable respective Pass-Through Rate on the respective Notional Amount of each such Certificate, (2) the aggregate amount of any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, among the Class CE Certificates on a PRO RATA basis based on, and to the extent of, one month's interest at the then applicable respective Pass-Through Rate on the respective Notional Amount of each such Certificate and, thereafter, among the Class A Certificates on a PRO RATA basis based on, and to the extent of, one month's interest at the then applicable respective Pass-Through Rate on the respective Certificate Principal Balance of each such Certificate and (3) the aggregate amount of any Realized Losses incurred for any Distribution Date shall be allocated among the Class CE Certificates on a PRO RATA basis based on, and to the extent of, one month's interest at the then applicable respective Pass-Through Rate on the respective Notional Amount of each such Certificate. For purposes of calculating the amount of Uncertificated Interest for the REMIC I Regular Interests for any Distribution Date, (1) the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the related Servicer pursuant to Section 3.24) incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated, to Uncertificated Interest payable to REMIC I Regular Interest I-LT1 and REMIC I Regular Interest I-LT9 up to an aggregate amount equal to the REMIC I Interest Loss Allocation Amount, __% and __%, respectively and (2) the aggregate amount of any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, to Uncertificated Interest payable to REMIC I Regular Interest I-LT1 and REMIC I Regular Interest I-LT9 up to an aggregate amount equal to the REMIC I Interest Loss Allocation Amount, ___% and __%, respectively, and thereafter among REMIC I Regular Interest I-LT1, REMIC I Regular Interest I-LT2, REMIC I Regular Interest I-LT3, REMIC I Regular Interest I-LT4, REMIC I Regular Interest I-LT5, REMIC I Regular Interest I-LT6, REMIC I Regular Interest I-LT7, REMIC I Regular Interest I-LT8 and REMIC I Regular Interest I-LT9 PRO RATA based on, and to the extent of, one month's interest at the then applicable respective Pass-Through Rate on the respective Uncertificated Balance of each such REMIC I Regular Interest. All Prepayment Interest Shortfalls and Relief Act Interest Shortfalls on the REMIC II Regular Interests shall be allocated by the Trust Administrator on each Distribution Date among the REMIC II Regular Interests in the proportion that Prepayment Interest Shortfalls and Relief Act Interest Shortfalls are allocated to the related Uncertificated Corresponding Component.

  • Reallocated Principal Collections On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to withdraw from the Principal Account and apply Reallocated Principal Collections (applying all Reallocated Collateral Principal Collections in accordance with subsections 4.12(a) and (b) prior to applying any Reallocated Class B Principal Collections in accordance with subsection 4.12 (a) for any amounts still owing after the application of Reallocated Collateral Principal Collections) with respect to such Transfer Date, to make the following distributions on each Transfer Date in the following priority: (a) an amount equal to the excess, if any, of (i) the Class A Required Amount, if any, with respect to such Transfer Date over (ii) the amount of Excess Spread with respect to the related Monthly Period, shall be applied pursuant to subsections 4.09(a)(i), (ii) and (iii); and (b) an amount equal to the excess, if any, of (i) the Class B Required Amount, if any, with respect to such Transfer Date over (ii) the amount of Excess Spread allocated and available to the Class B Certificates pursuant to subsection 4.11(c) on such Transfer Date shall be applied first pursuant to subsections 4.09(b)(i) and (ii) and then pursuant to subsection 4.11(c). (c) On each Transfer Date, the Collateral Interest Amount shall be reduced by the amount of Reallocated Collateral Principal Collections and by the amount of Reallocated Class B Principal Collections for such Transfer Date. In the event that such reduction would cause the Collateral Interest Amount (after giving effect to any Collateral Charge-Offs for such Transfer Date) to be a negative number, the Collateral Interest Amount (after giving effect to any Collateral Charge-Offs for such Transfer Date) shall be reduced to zero and the Class B Investor Interest shall be reduced by the amount by which the Collateral Interest Amount would have been reduced below zero. In the event that the reallocation of Reallocated Principal Collections would cause the Class B Investor Interest (after giving effect to any Class B Investor Charge-Offs for such Transfer Date) to be a negative number on any Transfer Date, Reallocated Principal Collections shall be reallocated on such Transfer Date in an aggregate amount not to exceed the amount which would cause the Class B Investor Interest (after giving effect to any Class B Investor Charge-Offs for such Transfer Date) to be reduced to zero.

  • Available Funds $ 2,191,971.28 ---------------

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