Net Revenue Adjustment Sample Clauses

Net Revenue Adjustment. In calculating revenue coverage for purposes of the issuance of additional parity or subordinate xxxx xxxxx, the Governmental Agency may adjust Net Revenue to reflect any rate increases adopted in connection with the issuance of additional obligations by adding to the actual Net Revenue for the period examined an estimated sum equal to 100% of the estimated increase in Net Revenue that would have been realized during such period had the adopted rate increase been in effect during all of such period.
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Net Revenue Adjustment. In the event that less than ****** of Debiotech Micro-Needle Products placed or sold by Animas Group in any given Year are placed or sold through its direct sales force, the parties shall negotiate in good faith an appropriate correction factor of the Net Revenue for that Year, which correction factor shall increase royalty payments payable to Debiotech to compensate, in part, for the reduced average selling prices of Debiotech Micro-Needle Products, and hence royalties to Debiotech, as a result of the lower percentage of direct sales. The parties in such negotiation shall consider a correction factor to provide for what the average selling price of Debiotech Micro-Needle Products would have been had Animas Group sold at least ****** of Debiotech Micro-Needle Products through its direct sales force; provided that the gross margin percentage of Debiotech Micro-Needle Products, in aggregate, sold by Animas Group after the increased royalties does not fall below customary gross margin percentages for manufacturers in the med-tech industry providing similar levels of customer service, have similar mix of direct versus indirect sales, and perform similar levels of R&D activities. Following any Change of Control, the correction factor shall apply without regard to its impact on gross margin. If the parties are unable to agree on a correction, either party may require that the matter be determined by binding baseball arbitration pursuant to Section 16.2 of this Agreement.
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Net Revenue Adjustment. The amount of Net Revenue earned by Syngenta on a Syngenta Product shall be adjusted for purposes of calculation of royalties under Section 6.1 and 6.2 where sales or other revenue is not directly and solely attributable to such Syngenta Product (e.g. where traits are stacked or where seed and chemicals are sold together). In this event, the Parties shall negotiate in good faith to allocate a portion of such sales or other revenue that is attributable to the value of the Syngenta Product. Revenue used for calculation of the Net Revenue for the royalty and cumulative royalty calculations under Section 6.1 and 6.2 shall be as determined by agreement by the Parties pursuant to this Section 6.3 or, failing such agreement, pursuant to the arbitration provisions set forth in Section 13.
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Net Revenue Adjustment. (a) In connection with the fiscal year ended December 31, 2002, the Parent and its independent public accountants shall prepare audited financial statements for the Surviving Corporation (the "2002 Audited Financial Statements"). The 2002 Audited Financial Statements shall be prepared in accordance with GAAP and shall be accompanied by a certificate of an appropriate executive officer of the Surviving Corporation to the effect that the 2002 Audited Financial Statements present fairly, in accordance with GAAP, the financial condition of the Surviving Corporation as of the close of business on December 31, 2002. The decision of the Parent's independent public accountants with respect to the 2002 Audited Financial Statements shall be final and binding. All of the fees and expenses of the Parent's independent public accountants incurred in connection with this Section 3.4 shall be paid by the Parent. (b) In the event that the Net Revenues of the Surviving Corporation for the fiscal year ended December 31, 2002, as reflected in the 2002 Audited Financial Statements, are less than nine million dollars ($9,000,000), the Shareholders shall pay or deliver to Parent, (i) at the option of the Shareholders, either (A) cash in the amount of five hundred thousand dollars ($500,000), or (B) the number of shares of Parent Common Stock equal to $500,000 divided by the price per share of a share of Parent Common Stock determined under Section 2.4(b)(ii), and (ii) at the option of the Shareholders, either (X) an amount in cash equal to $9,000,000 minus the Net Revenues for the fiscal year ended December 31, 2002, as reflected in the 2002 Audited Financial Statements (the "Net Revenue Deficiency") or (Y) the number of shares of Parent Common Stock equal to the product of 1.5 multiplied by the Net Revenue Deficiency divided by the price per share of a share of Parent Common Stock determined under Section 2.4(b)(ii) (collectively, the "Net Revenue Adjustment"). The Net Revenue Adjustment required to be made or paid by the Shareholders pursuant to this Section 3.4(b) shall be the joint and several obligation of each of the Shareholders and shall be made within ten (10) days following receipt by the Shareholders of a Net Revenue Adjustment Demand. The Shareholders shall notify the Parent in writing at least three (3) days prior to delivery thereof whether such Net Revenue Adjustment shall be paid or satisfied in cash or through the delivery of Parent Common Stock. If the Sharehol...
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Net Revenue Adjustment. Notwithstanding anything to the contrary herein, the Warrant Price shall be automatically reduced to $1.20 per share (subject to further adjustment as set forth in Section 11(a) or reductions as set forth in Section 11(b)) if the Company’s net revenues on a consolidated basis are less than $3,500,000 in either of the Company’s fiscal quarters ended December 28, 2003 or March 28, 2004. Such adjustment, if any, shall be effective as of the date the Company’s Quarterly Report on Form 10-Q related to such fiscal quarter is filed with the Securities and Exchange Commission.
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Net Revenue Adjustment. The amount of Net Revenue earned by Syngenta on a Syngenta Product shall be reduced for purposes of the calculation of royalties under Section 6.3 (a) where sales or other revenue is not directly and solely attributable to such Product (e.g. where traits related to the Syngenta Exclusive Field are stacked or where seed and chemicals are sold together) or (b) where royalties or fees are payable by Syngenta to a Third Party for use of its intellectual property to optimize, enhance or modify the Biomolecule to create such Product. In this event, the Parties shall negotiate in good faith, in the case of clause (a), to allocate a portion of such sales or other revenue that is attributable to the value of the Syngenta Product, and, in the case of clause (b), to reduce the royalties due hereunder by […***…] of such royalties or fees payable to such Third Party. Revenue used for calculation of the Net Revenue for the royalty calculations under Section 6.3 shall be as determined by agreement by the Parties pursuant to this Section 6.4 or, failing such agreement, pursuant to the arbitration provisions set forth in Section 13. This Section 6.4 is not intended to adjust for the same factors that are addressed in Section 6.3(c) and Section 6.3(d).
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Related to Net Revenue Adjustment

  • Royalty Adjustments The following adjustments shall be made, on a Licensed Product-by-Licensed Product and country-by-country basis, to the royalties payable pursuant to this Section 5.5:

  • Fee Adjustment Fees as provided in this Agreement to be charged to residents of Joplin and the City pursuant to this Agreement may be adjusted based upon the AARC's change in costs subsequent to the previous adjustment. Any individual fee increases will be adjusted only to the extent of an increase in the Consumer Price Index (St. Louis -All Urban Consumers), utilizing the December 12 month period index from the previous year. If a fee increase request is in excess of the Consumer Price Index the city may request to review data on actual costs of each service if needed to document cost increases. In the event an adjustment to documented cost is warranted, AARC shall provide written notice thereof with supporting documentation, by no later than May 1 of each year. All increases shall be subject to annual appropriation by the Joplin City Council. City shall have thirty (30) days to review and request additional supporting documentation. In the event the parties are unable to agree to the cost adjustment, either party shall be entitled to terminate this Agreement as provided herein.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Market Adjustment The parties to this Agreement recognize the appropriateness of market pay adjustments in rare instances for compelling reasons. To effectuate judgments in such cases, the President and AAUP Chapter President, in consultation, shall each name three (3) individuals to a university Market Evaluation Committee. Deans may submit recommendations for market pay adjustments with supporting written reasons to the Committee. Said Committee shall consult with the President concerning proposed market pay adjustments reporting its advice not later than May 15 in each year. Upon the favorable recommendation of the President and the BOR President, market pay adjustments may be approved effective at the beginning of that pay period including September 1 of the following year. Not more than one (1) market pay adjustment per one hundred (100) full-time members, or fraction thereof, may be recommended in any contract year. A member’s salary may not be increased beyond the maximum for the rank. Funding for this program shall be governed by Article 12.10.2.

  • Cost Adjustments Both parties agree that contracted prices shall be fixed for the first 12 months of this Contract. Contractor must submit to District any proposed cost adjustments at least 60 days before the proposed effective date of such increases with a detailed explanation for each adjustment. District alone reserves the right to reject any changes to this Contract it deems unacceptable.

  • Performance Adjustment One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

  • Economic Price Adjustment is the adjustment to the Aircraft Basic Price (Base Airframe, Engine and Special Features) as calculated pursuant to Exhibit D.

  • CPI Adjustment At the end of the first Lease year (as hereinafter defined) and every Lease year thereafter (including any renewal periods) the Base Rental provided for in Paragraph 3 above shall be adjusted by adding to Base Rental the "Add-on Factor". The one (1) year periods are each hereinafter referred to as an "Adjustment Period". As used herein, the "Add- on Factor" shall mean the "Add-on Sum" minus "Net Base Rental"; "Add-on Sum" shall mean a sum determined by multiplying the "Net Base Rental" by the "Adjustment Factor"; "Net Base Rental" shall mean the Base Rental described above minus Initial Basic Cost, and "Adjustment Factor" shall mean a fraction, the numerator of which is the "CPI" published immediately preceding the applicable anniversary date and the denominator of which is the "CPI" published immediately preceding the commencement date of the term of this Lease. "CPI" shall mean the United States Average (1982-84 '" 100), as published bi-monthly (or if the same shall no longer be published bi-monthly, on the most frequent basis available) by the Bureau of Labor Statistics, U.S. Department of Labor (but if such is subject to adjustment later, the later adjusted index shall be used). The Adjusted Rental shall be the new Base Rental of the Premises effective as of the first day of the applicable Adjustment Period. Notwithstanding the foregoing calculation, the yearly percentage rent adjustment pursuant to this Paragraph 9 shall in no event be less than FIVE percent (5%) per year. Tenant shall continue payment of the Base Rental in effect for the expiring Adjustment Period until notified by Landlord of any increase in such Base Rental. Such notification shall include a memorandum showing the calculations used by Landlord in determining the new Base Rental. On the first day of the calendar month immediately succeeding receipt of such notice, Tenant shall commence payment of the new Base Rental spedfied in the notice, and shall also pay to Landlord with respect to the month(s) already expired, the excess of the required monthly rentals spedfied in the notice over the monthly amounts actually paid by Tenant.

  • Base Rent Adjustment The Base Rent payable hereunder shall be adjusted upward from time to time in accordance with the following provisions: (a) Tenant shall pay to Landlord as an adjustment to Rent, an amount equal to the excess (the “Excess”) from time to time of total annual Operating Expenses per square foot of Rentable Area of the Premises, as Grossed-Up, over and above the Expense Stop. The Excess shall be obtained by multiplying (i) the difference between the annual Operating Expense per square foot of Rentable Area in the Premises and the Expense Stop, by (ii) the total Rentable Area of the Premises as set forth in Section 1.15. Such amount shall be paid in advance in monthly installments on the same dates as Base Rent is due and payable hereunder based on Landlord’s notice delivered to Tenant from time to time setting forth Landlord’s good faith estimate of the Operating Expenses for the current calendar year. Landlord shall have the right to adjust such amount no more than once a year to reflect any changes in Landlord’s estimate of Operating Expenses. (b) By April 1 of each calendar year during the Lease Term, or as soon thereafter as practicable, Landlord shall furnish to Tenant a statement (“Actual Statement”) of Landlord’s annual Operating Expenses, as Grossed-Up, for the previous calendar year. If for any calendar year the amounts collected from Tenant for the prior year, as a result of Landlord’s estimate of Operating Expenses, exceeds the amount of the Excess actually due during such prior year, then Landlord shall refund to Tenant any overpayment (or at Landlord’s option, apply such amount against Rent due or to become due hereunder). Likewise, Tenant shall pay to Landlord, on demand, any underpayment with respect to the prior year. (c) In the event of any good faith dispute as to the amount of the Excess as set forth in the statement of actual Operating Expenses, Tenant shall have the right, no more frequently than once per calendar year, after reasonable notice to Landlord and at reasonable times, to inspect and photocopy Landlord’s Operating Expenses records at Landlord’s offices. If, after such inspection and photocopy, Tenant continues, in good faith, to dispute the amount of the Excess as set forth in said statement, Tenant shall be entitled not later than one (1) year following Tenant’s receipt of an Actual Statement to retain a national, independent, certified public accountant who is not contracted on a contingency fee basis and is mutually acceptable to Landlord and Tenant to audit Landlord’s Operating Expenses records with respect to the calendar year covered by Actual Statement to determine the proper amount of the Excess. Landlord shall be entitled to review the results of such audit promptly after completion of same. If such audit proves that Landlord has overcharged Tenant, then within fifteen (15) days after the results of the audit are made available to Landlord, Landlord shall credit Tenant the amount of such overcharge toward the payments of Base Rent and Additional Rent next coming due under this Lease. If the results of such audit prove that Landlord has undercharged Tenant, then within fifteen (15) days after the results of the audit are made available to Tenant, Tenant shall pay to Landlord the amount of any such undercharge. Tenant agrees to pay the cost of such audit, provided that Landlord shall reimburse Tenant the amount of such cost if the results of such audit prove that Landlord’s determination of the Excess (as set forth in the Actual Statement) was in error by more than six percent (6%). If Tenant does not request an audit in accordance with the provisions of this Section 6(c) within one (1) year after Tenant’s receipt of an Actual Statement, such Actual Statement shall be conclusively binding upon Tenant. Landlord shall be required to maintain records of all Operating Expenses for three (3) years following the issuance of the Operating Expense statement for such Operating Expenses. The payment by Tenant of any amounts pursuant to this Article shall not preclude Tenant from questioning the correctness of any such statement.

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

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