Reconciliation/Reimbursement Prior to First Commercial Sale Sample Clauses

Reconciliation/Reimbursement Prior to First Commercial Sale. The terms and conditions of this Section 9.3.2 (Reconciliation/Reimbursement Prior to First Commercial Sale) will govern the rights and obligations of Biogen and Sage with respect to sharing the Joint Medical Affairs Costs and the Joint Commercialization Costs prior to the First Commercial Sale of a Licensed Product in the Product Class in the Profit-Share Territory, unless and until Sage exercises an Opt-Out Right in accordance with Section 9.4 (Sage Opt-Out) for such particular Product Class. During the Term, for each Calendar Quarter prior to the Calendar Quarter in which the First Commercial Sale of a Licensed Product in a Product Class occurs in the Profit-Share Territory, (a) within [**] after the end of each such Calendar Quarter, Sage and Biogen will submit to the Finance Officers a report setting forth the Joint Medical Affairs Costs and Joint Commercialization Costs such Party incurred in such Calendar Quarter with respect to each Product Class of Licensed Products prior to First Commercial Sale in the United States, which report for a Product Class will specify [**] (a “Pre-Commercialization Expense Report”), and (b) within [**] after the end of each such Calendar Quarter, such Party will submit to the Finance Officers [**]. Within [**] after receipt of such Medical Affairs and Commercialization Expense Reports, the Finance Officers will confer and agree in writing on whether a reconciliation payment is due from Sage to Biogen or Biogen to Sage, and if so, the amount of such reconciliation payment, which payment in any event will be made such that Sage and Biogen share equally the Joint Medical Affairs Costs and Joint Commercialization Costs for all Licensed Products in a Product Class in accordance with the applicable provisions of this Agreement. Sage or Biogen, as applicable, if required to pay such reconciliation payment, will submit the undisputed portion of any such payment to Biogen or Sage, as applicable, within [**] after the end of such [**] conferral period. In the event of any disagreement with respect to the calculation of such reconciliation payment, the owing Party will pay to the other Party any disputed portion within [**] after the date on which Sage and Biogen, using good faith efforts, resolve the dispute. In addition, following the Effective Date, each Party will consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books pe...
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Related to Reconciliation/Reimbursement Prior to First Commercial Sale

  • Post-Commercial Operation Date Testing and Modifications Each Party shall at its own expense perform routine inspection and testing of its facilities and equipment in accordance with Good Utility Practice as may be necessary to ensure the continued interconnection of the Large Generating Facility with the Participating TO’s Transmission System in a safe and reliable manner. Each Party shall have the right, upon advance written notice, to require reasonable additional testing of the other Party’s facilities, at the requesting Party’s expense, as may be in accordance with Good Utility Practice.

  • Commercial Operation Date Testing and Modifications Prior to the Commercial Operation Date, the Connecting Transmission Owner shall test the Connecting Transmission Owner’s Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades and Developer shall test the Large Generating Facility and the Developer Attachment Facilities to ensure their safe and reliable operation. Similar testing may be required after initial operation. Developer and Connecting Transmission Owner shall each make any modifications to its facilities that are found to be necessary as a result of such testing. Developer shall bear the cost of all such testing and modifications. Developer shall generate test energy at the Large Generating Facility only if it has arranged for the injection of such test energy in accordance with NYISO procedures.

  • Fire Department Service Charge We will pay up to $500 for your liability assumed by contract or agreement for fire department charges incurred when the fire department is called to save or protect covered property from a Peril Insured Against. We do not cover fire department service charges if the property is located within the limits of the city, municipality or protection district furnishing the fire department response. This coverage is additional insurance. No deductible applies to this coverage.

  • OFFICE OF MANAGEMENT AND BUDGET (OMB) AUDIT REQUIREMENTS The parties shall comply with the requirements of the Single Audit Act of 1984, P.L. 98-502, ensuring that the single audit report includes the coverage stipulated in 2 CFR 200.

  • Other Controller Audit Any other Controller may audit SAP’s control environment and security practices relevant to Personal Data processed by SAP in line with Section 5.1 only if any of the cases set out in Section 5.1 applies to such other Controller. Such audit must be undertaken through and by Customer as set out in Section 5.1 unless the audit must be undertaken by the other Controller itself under Data Protection Law. If several Controllers whose Personal Data is processed by SAP on the basis of the Agreement require an audit, Customer shall use all reasonable means to combine the audits and to avoid multiple audits.

  • Post-Termination Cooperation Following any termination of this Agreement, all Parties shall thereafter cooperate fully and work diligently in good faith to achieve an orderly resolution of all matters resulting from such termination.

  • Commercial Operation Date 6.4.1 The SPV shall ensure that the Project Commercial Operation Date is achieved on or prior to the Scheduled Commercial Operation Date. The SPV shall provide a written notice to MSEDCL at least 30 (thirty) days in advance intimating MSEDCL of the proposed date on which the Commercial Operation Date of a Unit or the Project is proposed to be achieved. 6.4.2 If the Commercial Operation Date for the Units having a capacity equivalent to at least 75% (seventy five percent) of the Contracted Capacity is achieved before the Scheduled Commercial Operation Date, then all Units in respect of which the Commercial Operation Date has been achieved prior to the Scheduled Commercial Operation Date would be eligible for incentives as follows: (a) the Unit(s) injecting energy at 11 kV /22 kV shall be given an incentive of Rs. 0.25/ kWh; and (b) the Unit(s) injecting energy at 33 kV shall be given an incentive of Rs. 0.15/ kWh, for the power sold to MSEDCL for the first 3 (three) years from the Commercial Operation Date. To receive such incentives from MSAPL, which shall be over and above the Tariff, the SPV shall follow the process agreed to by the SPV under the Implementation Agreement. 6.4.3 It is hereby clarified that the aforementioned incentive shall not be available: (i) in respect of any Unit if the Commercial Operation Date for such Unit has not been achieved prior to the Scheduled Commercial Operation Date; and (ii) if the aggregate capacity of the Units for which the Commercial Operation Date has been achieved prior to Scheduled Commercial Operation Date is less than 75% (seventy five percent) of the Contracted Capacity. 6.4.4 In the event that Commercial Operation Date for any of the Units is achieved after the Scheduled Commercial Operation Date, the SPV shall be liable to pay Liquidated Damages as per the provisions set out below. 6.4.5 Without prejudice to any other rights of MSEDCL under this PPA, in case one or more Units of the SPV are unable to achieve Commercial Operation Date within a period of 2 (two) months from the Scheduled Commercial Operation Date, the capacity of such Units shall be annulled, and the Contracted Capacity shall be reduced to that extent. For Illustration: The Project has a Contracted Capacity of 100 MW and comprises of 10 Units of 10 MW each. If at the end of the aforementioned period of 14 (fourteen) months from the Effective Date, the SPV has achieved Commissioning for only 8 out of 10 Units, then the Contracted Capacity of the Project will stand reduced for the capacity of the 2 Units which have not been Commissioned, i.e. the Contracted Capacity will be 80 (100 (original Contracted Capacity)) – 10 (capacity of each Unit)*2 (number of Units not Commissioned).

  • Annual Physical Examination A permanent employee shall be granted up to one day per year with pay for the purpose of a comprehensive physical examination provided that the verification of such an examination is submitted to the District.

  • Background and Narrative of Budget Reductions 2. Assumptions Used in the Deficit Reduction Plan: - EBF and Estimated New Tier Funding: - Equal Assessed Valuation and Tax Rates: - Employee Salaries and Benefits: - Short and Long Term Borrowing: - Educational Impact: - Other Assumptions: - Has the district considered shared services or outsourcing (Ex: Transportation, Insurance) If yes please explain:

  • Tax Examinations Abroad 1. A Contracting Party may allow representatives of the competent authority of the other Contracting Party to enter the territory of the first-mentioned Party to interview individuals and examine records with the written consent of the persons concerned. The competent authority of the second-mentioned Party shall notify the competent authority of the first-mentioned Party of the time and place of the meeting with the individuals concerned. 2. At the request of the competent authority of one Contracting Party, the competent authority of the other Contracting Party may allow representatives of the competent authority of the first-mentioned Party to be present at the appropriate part of a tax examination in the second-mentioned Party. 3. If the request referred to in paragraph 2 is acceded to, the competent authority of the Contracting Party conducting the examination shall, as soon as possible, notify the competent authority of the other Party about the time and place of the examination, the authority or official designated to carry out the examination and the procedures and conditions required by the first-mentioned Party for the conduct of the examination. All decisions with respect to the conduct of the tax examination shall be made by the Party conducting the examination.

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