Quarterly Reconciliation and Payments Sample Clauses

Quarterly Reconciliation and Payments. Unless the Parties otherwise agree in advance in writing, reconciliation and payments of the Profit & Loss Share shall be conducted as set forth in Exhibit D.
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Quarterly Reconciliation and Payments. The Reconciliation Procedures shall provide that [***] after the end of each Calendar Quarter, each Party shall submit to the Finance Working Group a report, in such reasonable detail and format as is established by the Finance Working Group, of all Net Trade Sales and Allowable Expenses and other amounts necessary to calculate Pre-Tax Profit or Loss for the United States, Greater China and for the Xxxxxxx Territory. [***] following the receipt of such report, each Party shall cooperate to provide additional information necessary to permit calculation and reconciliation of Pre-Tax Profit or Loss for the United States, Greater China and for the Xxxxxxx Territory for the applicable Calendar Quarter, and to confirm that Allowable Expenses are in conformance with the approved Commercialization Budgets. The Reconciliation Procedures shall provide for the Finance Working Group to develop a written report setting forth in reasonable detail the calculation of Pre-Tax Profit or Loss in the United States, Greater China and in the Xxxxxxx Territory for the applicable Calendar Quarter, amounts owed by Legend to Xxxxxxx or by Xxxxxxx to Legend, as the case may be, as necessary to accomplish the sharing of Pre-Tax Profit or Loss in the United States, Greater China and in the Xxxxxxx Territory for the applicable Calendar Quarter, and to prepare such report promptly following delivery of the reports from the Parties as described above in this Section 7.4.4 and in a reasonable time (to be defined in the Reconciliation Procedures) in advance of applicable payments to accomplish the sharing of Pre-Tax Profit or Loss in the United States, Greater China and in the Xxxxxxx Territory for the applicable Calendar Quarter. Payments to reconcile Pre-Tax Profit or Loss in the United States, Greater China and the Xxxxxxx Territory, and Development Costs, shall be paid [***] after the end of each Calendar Quarter.
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Quarterly Reconciliation and Payments. Except to the extent otherwise agreed by the Parties, the Profit Reconciliation Procedures shall provide that: (a) Within [**] days after the end of each Calendar Quarter, each Party shall submit to the JCC a report with regard to the estimated Net Sales and Allowable Expenses incurred by each Party for the Product during such Calendar Quarter in the US Territory in a manner sufficient to enable the other Party to comply with its financial reporting requirements. A final report of such Net Sales and Allowable Expenses shall be submitted to the JCC within [**] days after the end of each Calendar Quarter. Such report shall specify in reasonable detail all Deductions allowed in the calculation of such Net Sales and all expenses included in Allowable Expenses. Following receipt of such report, each Party shall reasonably cooperate to provide additional information as necessary to permit calculation and reconciliation of Net Profit or Loss in the United States for the applicable Calendar Quarter by the JCC, and to confirm that, to the extent applicable, the Allowable Expenses are in conformance with the US Commercialization Budget. If reasonably requested by the JCC, supporting documentation shall be promptly provided. (b) The Profit Reconciliation Procedures shall require the JCC with input and support from the Finance Working Group to develop a written report setting forth in reasonable detail the calculation of Net Profit or Loss in the United States for the applicable Calendar Quarter, amounts owed by one Party to the other as necessary to accomplish the sharing of Net Profit or Loss in the United States for the applicable Calendar Quarter in accordance with Section 7.2.1, and to prepare such report promptly following delivery of the reports from the Parties as described above in this Section 7.2.2 and in a reasonable time in advance of applicable payments. Payments to reconcile Net Profit or Loss in the United States shall be paid within [**] days of receipt of such Report by a Party. (c) Each Party shall (i) keep the other informed as to Gross Sales and Net Sales on a regular, ongoing basis, with respect to Gross Sales and Net Sales levels in the United States, as applicable to such Party, (ii) provide for quarterly reporting of Gross Sales and Net Sales totals in the United States for the applicable Calendar Quarter and (iii) keep the other informed as to forecast Net Profit or Loss in the United States in accordance with the next sentence of this Sectio...
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Quarterly Reconciliation and Payments. Except to the extent otherwise agreed by the JCC, the Profit Reconciliation Procedures shall provide that within [*CONFIDENTIAL*] after the end of each Calendar Quarter, each Party shall submit to the JCC and JFC a report, in such reasonable detail and format as is established by the JFC, of all Gross Sales, Net Sales and U.S. Commercialization Costs and other amounts necessary to calculate Net Profit or Loss. Following receipt of such report, each Party shall reasonably cooperate to provide additional information as necessary to permit calculation and reconciliation of Net Profit or Loss for the applicable Calendar Quarter, and to confirm that, to the extent applicable, the U.S. Commercialization Costs are in conformance with the applicable U.S. Commercialization Budget. The Profit Reconciliation Procedures shall provide for the JCC to develop a written report setting forth in reasonable detail the calculation of Net Profit or Loss for the applicable month, amounts owed by one Party to the other as necessary to accomplish the sharing of Net Profit or Loss for the applicable month in accordance with Section 4.4(b)(i) (Net Profit or Loss), and to prepare such report promptly following delivery of the reports from the Parties as described above in this Section 4.4(b)(ii) (Quarterly Reconciliation and Payments) and in a reasonable time (to be defined in the Profit Reconciliation Procedures) in advance of applicable payments to accomplish the sharing of Net Profit or Loss for the applicable month. Payments to reconcile Net Profit or Loss such that the relevant reconciliation amounts shall be paid within [*CONFIDENTIAL*] after the end of each Calendar Quarter.
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Quarterly Reconciliation and Payments. Unless the Parties otherwise agree within [**] following the end of each Calendar Quarter, each Party shall prepare and deliver to the JCC a quarterly report detailing its Net Sales made and Commercialization Expenses incurred, and other amounts necessary to calculate Profit or Loss, during such Calendar Quarter, with respect to which the Parties share Profit or Loss pursuant to this Section 9.4. Each Party shall submit any supporting information reasonably requested by the other Party related to such Net Sales, Commercialization Expenses and such other amounts included in such Party’s reconciliation report within [**] after the other Party’s receipt of such request. The Parties, with the assistance of the JCC, shall conduct a reconciliation of Profit or Loss for the full Calendar Quarter within [**] after receipt of all such supporting information, and an invoice shall be issued to the Party (if any) that owes the other Party a payment to accomplish the sharing, in accordance with the Profit or Loss Allocations, of the Profit or Loss identified in such reconciliation for such Calendar Quarter by the other Party. The paying Party shall pay all amounts payable under any such invoice within [**] after its receipt of such invoice.
Sample 1
Quarterly Reconciliation and Payments. The Reconciliation Procedures shall provide that within [**] days after the end of each Calendar Quarter, each Party shall submit to the Finance Working Group and the JCC a report, in such reasonable detail and format as is established by the Finance Working Group, of all Net Trade Sales and Allowable Expenses and other amounts necessary to calculate Pre-Tax Profit or Loss for the United States and for the License Territory. Following receipt of such report, each Party shall reasonably cooperate to provide additional information as necessary to permit calculation and reconciliation of Pre-Tax Profit or Loss for the United States and for the License Territory for the applicable Calendar Quarter, and to confirm that Allowable Expenses are in conformance with the approved U.S. Commercialization Budget or License Territory Commercialization Budget, as applicable. The Reconciliation Procedures shall provide for the Finance Working Group to develop a written report setting forth in reasonable detail the calculation of Pre-Tax Profit or Loss in the United States and in the License Territory for the applicable Calendar Quarter, amounts owed by Pharmacyclics to JBI or by JBI to Pharmacyclics, as the case may be, as necessary to accomplish the sharing of Pre-Tax Profit or Loss in the United States and in the License Territory for the applicable Calendar Quarter, and to prepare such report promptly following delivery of the reports from the Parties as described above in this Section 7.3.3 and in a reasonable time (to be defined in the Reconciliation Procedures) in advance of applicable payments to accomplish the sharing of Pre-Tax Profit or Loss in the United States and in the License Territory for the applicable Calendar Quarter. Payments to reconcile Pre-Tax Profit or Loss in the United States and the License Territory, and Development Costs, shall be paid within [**] days after the end of each Calendar Quarter. [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Sample 1
Quarterly Reconciliation and Payments. (a) Procedures for quarterly reporting of actual results and review and discussion of potential discrepancies, quarterly reconciliation, reasonable forecasting, and other finance and accounting matters, to the extent not set forth in the Financial Exhibit, will be established by the JFC (the “U.S. Reconciliation Procedures”). Such procedures will take into account the ability of each Party to comply with its own financial reporting requirements. (b) The U.S. Reconciliation Procedures shall provide that within [...***...] after the end of each Calendar Quarter, each Party shall submit to the JFC a report, in such reasonable detail and format as is established by the JFC, of all Net Sales and Allowable Expenses and other amounts necessary to calculate U.S. Collaboration Results, the royalty due by Xxxxxxx to argenx in accordance with Section 8.5.1, the amount of Allowable Expenses to be invoiced by argenx to any of its Affiliates in accordance with Section 8.5.2(d) and any royalty rebate due by argenx to Xxxxxxx in accordance with Section 8.5.2(d). Within [...***...] following the receipt of such report, each Party shall have the right to request reasonable additional information (as determined by the JFC) necessary to permit calculation and reconciliation of the U.S. Collaboration Results for the applicable Calendar Quarter, and to confirm that Allowable Expenses are in conformance with the approved U.S. Commercialization Budget. (c) The U.S. Reconciliation Procedures shall provide for the JFC to develop a written report setting forth the calculation of U.S. Collaboration Results for the applicable Calendar Quarter, royalties owed by Xxxxxxx to argenx, Allowable Expenses to be invoiced by argenx or by any of its Affiliates, and the calculation of any negative U.S. Collaboration Results, and to prepare such report promptly following delivery of the reports from the Parties as described above in this Section and in a reasonable time (to be defined in the U.S. Reconciliation Procedures) in advance of applicable payments in accordance with Sections 8.5.1 and 8.5.2 for the applicable Calendar Quarter. (d) In the event of negative U.S. Collaboration Results for a particular Calendar Quarter, argenx shall pay to Xxxxxxx a royalty rebate in an amount that will divide the negative U.S. Collaboration Results 50-50 resulting from the Net Sales, Other Income and the Allowable Expenses (all as defined in the Financial Exhibit) between Xxxxxxx and argenx. This reconcilia...
Sample 1
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Quarterly Reconciliation and Payments 
Sample 1

Related to Quarterly Reconciliation and Payments

  • Quarterly and Annual Reconciliation 10.6.1 The Parties acknowledge that all payments made against Monthly Bills and Supplementary Bills shall be subject to quarterly reconciliation within 30 days of the end of the quarter at the beginning of the following quarter of each Contract Year and annual reconciliation at the end of each Contract Year within 30 days to take into account the Energy Accounts, Tariff adjustment payments, Tariff Rebate, Late Payment Surcharge, or any other reasonable circumstance provided under this Agreement. 10.6.2 The Parties, therefore, agree that as soon as all such data in respect of any quarter of a Contract Year or a full Contract Year as the case may be has been finally verified and adjusted, the SPD and SECI shall jointly sign such reconciliation statement. Within fifteen (15) days of signing of a reconciliation statement, the SPD shall make appropriate adjustments in the next Monthly Bill. Late Payment Surcharge/ interest shall be payable in such a case from the date on which such payment had been made to the invoicing Party or the date on which any payment was originally due, as may be applicable. Any Dispute with regard to the above reconciliation shall be dealt with in accordance with the provisions of Article 16.

  • COMPENSATION AND PAYMENTS 1.1 The Owner shall pay the Contractor to furnish all labor, equipment, materials and incidentals necessary for the construction of the Work described in the Specifications and shown on the Drawings the Contract Amount as shown below. Base Bid $0.00 Alternate Bid number and name or "no Alternates" $0.00 Alternate Bid number and name or "no Alternates" $0.00 Alternate Bid number and name or "no Alternates" $0.00 Alternate Bid number and name or "no Alternates" $0.00 Alternate Bid number and name or "no Alternates" $0.00 1.2 The Contractor’s requisition shall contain sufficient detail and supporting information for the Owner to evaluate and support the payment requested. 1.2.1 Payments are due and payable twenty-five working days from the date of receipt of a Contractor requisition which is approved by the Owner. 1.2.2 Provisions for late payments are governed by 5 M.R.S. Chapter 144, Payment of Invoices Received from Business Concerns, and interest shall be calculated at 1% per month.

  • Annual Reconciliation As soon as practicable after the end of each calendar year, Landlord shall prepare and forward to Tenant a statement of the actual Operating Expenses and Common Area Maintenance Expenses for such year. If the total amount Tenant actually paid for estimated Operating Expenses and Common Area Maintenance Expenses is less than Tenant’s Proportionate Share of the Building of the actual Operating Expenses, and Tenant’s Proportionate Share of Common Area Expenses, Tenant shall pay to Landlord as Additional Rent, in one lump sum, the difference between the total amount actually paid by Tenant and the amount Tenant should have paid pursuant to subparagraph (b)(2) above; this lump sum payment shall be made within thirty (30) days of receipt of Landlord’s xxxx therefor; or if the total amount Tenant actually paid for such estimated Operating Expenses and Common Area Maintenance Expenses is more than Tenant’s Proportionate Share of the actual amounts of the expenses, then Landlord shall remit the excess to Tenant within thirty (30) days of making such determination. Tenant’s obligation to pay any increase due over the prior year’s actual Operating Expenses (excluding utilities and snow removal which shall not be subject to the cap), for any calendar year shall be limited to a per annum cumulative increase of five percent (5%), compounded annually. Increases in Taxes and Insurance, set forth in paragraph 4(c) shall not be subject to any limit or “cap”. By way of example only, if the portion of Operating Expenses which is subject to the foregoing limitation (collectively, “Controllable Operating Expenses”) shall be equal to $5.00 per rentable square foot in calendar year 2004, Tenant’s Proportionate Share of those Controllable Operating Expenses may not exceed $5.25 in calendar year 2005, Further, if Tenant’s Proportionate Share of those Controllable Operating Expenses in 2005 equals $5.20 per rentable square foot, then Tenant’s Proportionate Share of Controllable Operating Expenses in 2006 shall not exceed $5.56 (i.e., $5.25 x 1.05 + the cumulative carry forward of $.05 since Tenant’s Proportionate Share of those Controllable Operating Expenses in 2005 was $.05 less than the applicable cap).

  • Calculation and Payment Interest on LIBOR Loans and all other Obligations and the amount of any fees set forth in Subsection 1.4 shall be calculated on the basis of a three hundred sixty (360) day year for the actual number of days elapsed. Interest on the Base Rate Loans shall be calculated on the basis of a three hundred sixty-five or -six (365-6) day year for the actual number of days elapsed. The date of funding or conversion to a Base Rate Loan and the first day of an Interest Period with respect to a LIBOR Loan shall be included in the calculation of interest. The date of payment of any Loan and the last day of an Interest Period with respect to a LIBOR Loan shall be excluded from the calculation of interest; provided, if a Loan is repaid on the same day that it is made, one (1) day’s interest shall be charged. Interest accruing on the Base Rate Loan is payable in arrears on each of the following dates or events: (i) the last day of each calendar quarter; (ii) the prepayment of such Loan (or portion thereof); and (iii) the applicable Maturity Date or the Revolving Loan Expiration Date, as the case may be, whether by acceleration or otherwise. Interest accruing on each LIBOR Loan is payable in arrears on each of the following dates or events: (i) the last day of each applicable Interest Period; (ii) if the Interest Period is longer than three (3) months, on each three-month anniversary of the commencement date of such Interest Period; (iii) the prepayment of such Loan (or portion thereof); and (iv) the applicable Maturity Date or the Revolving Loan Expiration Date, as the case may be, whether by acceleration or otherwise.

  • Computation and Payment Interest shall be computed on the basis of a 360-day year, actual days elapsed. Interest shall be payable at the times and place set forth in each promissory note or other instrument or document required hereby.

  • Compensation and Payment 3.1 Consultant’s fees shall be calculated at the rates set forth in the attached Exhibit A. The Maximum Compensation for the performance of Services within the Scope of Services described in Exhibit A is ten thousand five hundred eighty-five dollars and no/100 ($10,585.00) as set forth in Exhibit A. In no case shall the amount paid by County under this Agreement exceed the Maximum Compensation without a written agreement executed by the parties. 3.2 All performance of the Scope of Services by Consultant including any changes in the Scope of Services and revision of work satisfactorily performed will be performed only when approved in advance and authorized by County. 3.3 County will pay Consultant based on the following procedures: Upon completion of the tasks identified in the Scope of Services, Consultant shall submit to County staff person designated by the County Engineer, one (1) electronic (pdf) copy of the invoice showing the amounts due for services performed in a form acceptable to County. County shall review such invoices and approve them within 30 calendar days with such modifications as are consistent with this Agreement and forward same to the Auditor for processing. County shall pay each such approved invoice within thirty (30) calendar days. County reserves the right to withhold payment pending verification of satisfactory work performed.

  • Computation and Payment of Fee The advisory fee shall accrue on each calendar day, and shall be payable monthly on the first business day of the next succeeding calendar month. The daily fee accruals shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the annual advisory fee rate, and multiplying this product by the Managed Assets of the Fund, determined in the manner established by the Directors, as of the close of business on the last preceding business day on which the Fund's net asset value was determined.

  • Reporting and Payment 8.1. Unless otherwise agreed between the Parties, reporting numbers are based on xxxxx://xx.xxxxxxxxxxxxxx.xxx/ dashboard reports of the Advertiser and/or any other databases and/or dashboards that the Advertiser may decide from time to time. The report shall summarize data including but not limited to, the number of registrations and/or actions according to the payment model agreed between the Parties, the amount of payment of reporting month/biweek and other variables of the products. 8.2. If the Advertiser believes that fraud has occurred, it must notify the Publisher within a period of two (2) weeks of closing of a lead transaction and provide evidence. Failure of Advertiser to notify Publisher of any fraudulent activity within 2 (two) weeks of closing of lead transaction shall not waive any right or claim of Advertiser against Publisher. 8.3. Without prejudice to the rest of the provisions of the present Agreement, the Advertiser shall process its payment of the previous billing cycle to the Publisher on or before the 20th day of the following month (hereinafter referred to as “biweekly payments”), subject to the provisions of clause 8.4. 8.4. Despite any provisions to the contrary the Advertiser reserves the right to effect biweekly payments on a monthly basis. Moreover, payment of Publisher Commission may be delayed or not be paid or annulled/cancelled or suspended in the following circumstances: a. If the activity in the Partner Account or any other account managed or controlled by the Publisher or any of the Introduced Clients assigned to the Publisher is considered by the Advertiser as suspicious; b. If the Advertiser determines that the Publisher Commission is derived from activity related, directly or indirectly, to fraudulent or illegal or deceptive practices; c. The Introduced Client performs actions in bad faith; d. If the Partner Account, any account maintained in the name of the Publisher or attracted Introduced Client Account is blocked or placed in the archive in a manner required by sections of this Agreement or the “Temporary Block of the Client Account” and “Inactive and Dormant Client Accounts” of the Client agreement and General Business Terms between the Advertiser and the Client if applicable. The provisions of this clause are applicable to the full period of archiving and/or blocking of Partner Account or any account maintained in the name of the Publisher or Introduced Client linked to the Publisher; e. If there is reasonable suspicion by the Advertiser based on direct or circumstantial evidence (as determined by the Advertiser in its sole discretion), that auto-referral activity (that is when the Publisher gets or attempts to get Publisher Commission from referring himself or an otherwise controlled account by the Publisher as an Introduced Client) has occurred, or a reasonable suspicion that the Publisher has allowed relatives, friends and other people he knows to register by his links or do so himself on their behalf;. f. If there is reasonable suspicion by the Advertiser based on direct or circumstantial evidence of Fraud Traffic; g. If the Introduced Clients are not Referred Clients and/or Qualified Traders; h. If the Publisher failed and/or omitted to introduce at least five (5) Qualified Traders in total within the first three (3) consecutive months from the start of the business relationship with the Advertiser (one-off action); i. The payment is due in the Probation Period; j. The trading volume of all the Qualified Traders introduced by the Publisher is deemed in the Advertiser’s sole discretion, disproportionate to the segmented payout; k. The Publisher has failed to satisfy any requests from the Advertiser in relation to due diligence and know your customer (KYC) requirements. 8.5. Without prejudice to the rest of the provisions of the Agreement, if the trading and/or other activities of an Introduced Client within the Probation Period, are not deemed satisfactory by the Advertiser and/or any of its Affiliated Entities and the Introduced Client is recognised by the Advertiser as an incentivised user, the payout to the Publisher may be done according to separate offer rates (% on spread). 8.6. The Publisher undertakes to pay all tax, money transfer fees, currency conversion fees, and other mandatory payments applicable to it.

  • Compensation and Payment Terms (a) Consultant’s fees for the Services shall be calculated at the rate(s) set forth in Exhibit “A” attached hereto. The Maximum Compensation to Consultant for the Services performed under this Agreement is One Hundred Ninety-Six Thousand Six Hundred Ninety-Seven and 70/100 Dollars ($196,697.70). In no event shall the amount paid by County to Consultant under this Agreement exceed said Maximum Compensation without an approved change order. (b) Consultant understands and agrees that the Maximum Compensation stated is an all-inclusive amount and no additional fee, cost or reimbursed expense shall be added whatsoever to the fees stated in the attached Exhibit “A.” (c) County will pay Consultant based on the following procedures: Upon completion of the tasks identified in the Scope of Services, Consultant shall submit to County staff person designated by the County Consultant, one (1) electronic (pdf) copy of the invoice showing the amounts due for services performed in a form acceptable to County. County shall review such invoices and approve them within 30 calendar days with such modifications as are consistent with this Agreement and forward same to the Auditor for processing. County shall pay each such approved invoice within thirty (30} calendar days. County reserves the right to withhold payment pending verification of satisfactory work performed.

  • Collection and Payment The Trustees shall have power to collect all property due to the Trust; to pay all claims, including taxes, against the Trust Property or the Trust, the Trustees or any officer, employee or agent of the Trust; to prosecute, defend, compromise or abandon any claims relating to the Trust Property or the Trust, or the Trustees or any officer, employee or agent of the Trust; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Trust; and to enter into releases, agreements and other instruments. Except to the extent required for a corporation formed under the Delaware General Corporation Law, the Shareholders shall have no power to vote as to whether or not a court action, legal proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders.

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