Transfer Price Adjustments Sample Clauses

Transfer Price Adjustments. By December 1 of each calendar year -------------------------- Nipro shall provide to TheraSense a non-binding written estimate of its requirements of Strips (as defined in Exhibit A) for the upcoming calendar year (the "Estimated Annual Volume"). The Estimated Annual Volume shall be used to establish the Transfer Price for the Strips for the first quarter of the upcoming year. Thereafter, upon Nipro's submission of each quarterly forecast to TheraSense, if either party concludes that the annual purchase of Strips will be higher or lower than the Estimated Annual Volume so as to cause a different Transfer Price to obtain, the parties will agree on a price change for Strips for future shipments in such quarter. The objective of each quarterly price change will be to minimuze year-end credits or rebates between the parties. *** Confidential treatment requested Notwithstanding the foregoing, in no event shall Nipro be obligated to pay, or TheraSense be entitled to receive, more or less than the corresponding amount set forth on Exhibit B for the actual number of Strips purchased by Nipro in each calendar year. Within 30 days after the end of each calendar year, Nipro or TheraSense shall pay to the other any amounts due relating to underpayments accrued or overpayments made with respect to the Strips in such calendar year.
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Transfer Price Adjustments. The Transfer Prices for the Products under Schedule A are valid through December 31, 2019. After December 31, 2019, the Transfer Price for Products may be adjusted for any increase in the cost of active pharmaceutical ingredients, annual Generic Drug User Fees (GDUFA fees) proportional allocation, and other material government mandated requirements. ELITE shall provide at least thirty (30) days written notice to LANNETT for any such Transfer Price adjustments with justifications for any increase. ELITE shall use commercially reasonable efforts to reduce its manufacturing expenses for the Products. At either Party’s written request, the Parties will discuss in good faith the revision of the Transfer Price (and any subsequently agreed prices) to take into account adverse market conditions resulting in unsatisfactory returns for LANNETT or changes in the manufacturing costs for the Products. The revised Transfer Price shall be laid down in writing and inserted as an amended Schedule A to this Agreement. Confirmed orders are excluded from Transfer Price negotiations. If, after good faith negotiations, the Parties are unable to reach agreement on an adjustment to the Transfer Pricing for the Products, then LANNETT shall be entitled to terminate this Agreement, effective upon at least sixty (60) days’ prior written notice to ELITE.
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Transfer Price Adjustments. By October 31 of each calendar -------------------------- year Disetronic shall provide to TheraSense a non-binding written estimate of its sales of FreeStyle Products for the upcoming calendar year. These estimates shall be used to establish the Transfer Price for the upcoming year. In the event that Strip (as defined in Exhibit A) purchases in the first six (6) months of any calendar year for the European Territory are less than *** the level required to achieve the Transfer Price established for that year in the European Territory, then (i) TheraSense may raise the Transfer Price for additional purchases by Disetronic of Strips in such calendar year to a level consistent with purchases equal to twice the actual Strip quantities purchased in the first half, and (ii) Disetronic shall immediately pay TheraSense the amount corresponding to the underpayment accrued in the first half of the calendar year. Within 30 (thirty) days after the end of each calendar year, Disetronic or TheraSense shall pay to the other any amounts due relating to underpayments accrued or overpayments made in such calendar year.
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Transfer Price Adjustments. From and after January 1, 2016, the Transfer Price may, at the written request of either Party, increase or decrease by an amount negotiated in good faith by the Parties if the currency rate between the Chinese RMB and the U.S. dollar has increased or decreased by more than 10% since the last Adjustment Date. As used herein, the first “Adjustment Date” shall be the Effective Date and all subsequent Adjustment Dates shall be the last date upon which the Transfer Prices were actually changed by the Parties. After the first adjustment, adjustments to Transfer Prices shall be made no more frequently than once every twelve (12) months and, to be effective, shall be memorialized in writing. Among the factors the Parties agree to consider in any negotiations to adjust Transfer Prices will be the practical ability of CryoLife to increase the average selling price of the Products without adversely affecting the demand for such Products.
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Transfer Price Adjustments. The Transfer Prices for the Products under Schedule A are valid through {***}. After {***}, the Transfer Price for Products may be adjusted up or down for changes in the cost of active pharmaceutical ingredients, annual Generic Drug User Fees (GDUFA fees) proportional allocation, and material changes in serialization requirements. ELITE shall provide at least thirty (30) days written notice to GLENMARK for any such Transfer Price adjustments with justifications for any increase.
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Transfer Price Adjustments. The second and third sentences of Section 3.3.2 of the Agreement shall be deleted in their entirety. The transfer price for the System Kit specified in Exhibit B shall be [***]. ***Confidential Treatment Requested
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Transfer Price Adjustments. By *** Nipro shall provide to -------------------------- TheraSense a non-binding written estimate of its requirements of Strips (as defined in Exhibit A) for *** the *** shall be used to establish the Transfer Price for the Strips ***. Thereafter, upon Nipro's submission of *** to TheraSense, if either party concludes *** *** Confidential treatment requested ***. Notwithstanding the foregoing, in no event shall Nipro be obligated to pay, or TheraSense be entitled to receive, more or less than the corresponding amount set forth on Exhibit B for the actual number of Strips purchased by Nipro in each calendar year. *** after the end of each calendar year, Nipro or TheraSense ***.
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Related to Transfer Price Adjustments

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Price Adjustments 8.5.1 Not more than once per calendar year, Lonza may adjust the Price in accordance with the [***] for the previous calendar year. The new Price reflecting such Batch Price adjustment shall be effective for any Batch for which the Commencement Date is on or after the date of Lonza’s notice to Customer of the Price adjustment.

  • Base Price Adjustments The base aircraft price (pursuant to Article 3 of the Agreement) of the Option Aircraft will be adjusted to Boeing's and the engine manufacturer's then-current prices as of the date of execution of the Option Aircraft Supplemental Agreement.

  • Price Adjustment No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

  • Exercise Price Adjustments The Exercise Price shall be subject to adjustment from time to time as follows:

  • Purchase Price Allocations Seller and Buyer mutually agree to allocate the Purchase Price among the Assets as set forth in EXHIBIT B attached hereto. Seller and Buyer agree that said allocation as set forth in EXHIBIT B is the proper allocation of the Purchase Price in accordance with the fair market value of the Assets, and that said allocation of the Purchase Price of the Assets as set forth in EXHIBIT B shall apply for purposes of Sections 755 and 1060 of the Internal Revenue Code of 1986 (as amended and together with any regulations promulgated thereunder, the "Code"). Seller and Buyer agree (and each agrees to cause its affiliates) to report the federal, state and local income and other tax consequences of the transactions contemplated herein, and in particular to report the information required under Section 1060(b) of the Code (and any regulations promulgated thereunder), in a manner consistent with such allocation. Seller and Buyer further agree (and each agrees to cause its affiliates) to not take any tax position inconsistent with such allocation in connection with the examination of any of their tax returns, refund claims or litigation, investigations or other proceedings involving any of their tax returns. Seller and Buyer each further agree that they will not take any position inconsistent with this allocation in preparing financial statements, tax returns, reports to shareholders or government authorities or otherwise. Buyer and Seller each agree to furnish the other a copy of IRS Form 8594 (Asset Acquisition Statement under Section 1060 of the Code) as filed with the Internal Revenue Service by such party or any affiliate thereof, pursuant to Sections 755 and 1060 of the Code, as a result of the consummation of the transactions contemplated hereby, within thirty (30) days of the filing of such form with the Internal Revenue Service.

  • Exercise Price Adjustment Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.

  • 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:

  • Transfer Price 4.1. With regard to the Equity Transfer Option, the total Transfer Price to be paid by the WFOE or any other entity or individual designated by the WFOE to each Company Shareholder at each Exercise of Option by the WFOE shall be the capital contribution mirrored by the corresponding Transferred Equity in the Company Registered Capital. But if the lowest price permitted by the then-effective PRC Law is higher than the above capital contribution, the Transfer Price shall be the lowest price permitted by the PRC Law.

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