Reconciliation and Adjustments Clause Samples

Reconciliation and Adjustments. The Licence Fee shall be reconciled (i) semi-annually on the basis of the latest half yearly financial statements; and (ii) on the basis of audited accounts as soon as the same are available in respect of the relevant Financial Year, to determine the difference between Licence Fee payable and the Licence Fee that has been paid to the Licensor in respect of the relevant period. Each such period of reconciliation shall be referred to as a “Measurement Period”. The Licencee shall provide a reconciliation statement as per the format provided in Schedule 6. The difference between the License Fee actually paid and the Licence Fee payable pursuant to such reconciliation, whether positive or negative, shall be adjusted against the amount due as Licence Fee on the immediately following Due Date. For example, (a) if there is any positive difference between (i) the Licence Fee payable as determined by reference to the financial statements/ audited accounts, and (ii) the Licence Fee paid to the Licensor, each for the relevant Measurement Period, the Licencee shall make good such deficiency in the License Fee on the immediately following Due Date by paying such further amounts to the Licensor; and (b) if there is any negative difference between (i) the Licence Fee payable as determined by reference to the financial statements/ audited accounts, and (ii) the Licence Fee paid to the Licensor, each for the relevant Measurement Period, such excess amounts paid by the Licencee will be adjusted against the amount due as Licence Fee on the immediately following Due Date by reducing such Licence Fee by an amount equal to the aforesaid negative difference. In the event that such excess amount is greater than the amount due as Licence Fee on the immediately following Due Date, the balance amount required to be adjusted will be reduced from the amount of the Licence Fee payable by the Licencee on Due Dates subsequent to the immediately following Due Date until such excess amount has been fully adjusted. Provided that the first Measurement Period shall commence on the Effective Date and end on the immediately following (i) September 30th if the Effective Date falls between April 1 to September 30 of the year; or (ii) March 31st in every other case. Provide further that, the last Measurement Period shall commence on the day falling immediately after the preceding Measurement Period and end on the last date of the Licence Period. Any Licence Fee payable by the Licencee, pursuant to ...