Yearly Reconciliation Sample Clauses
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Yearly Reconciliation. The Parties shall perform a yearly reconciliation for the compensation amounts paid as follows:
a. As soon as reasonably practical following the close of each Year during the Term of this Agreement, the Parties will calculate the overall actual ▇▇▇▇-up percentage on the Service Provider’s Costs with respect to the activities listed in Exhibit A, subsection 2 (“Other Services”) undertaken by Service Provider pursuant to this Agreement during such Year (the “Actual ▇▇▇▇-up Percentage”).
b. If, for any Year, the Actual ▇▇▇▇-up Percentage is greater than the percentage specified in Exhibit B for such Year, there shall be deemed to exist an excess of Service Provider’s ▇▇▇▇-up on Costs with respect to the activities listed in Exhibit A, subsection 2 in an amount equal to such difference in percentage times Service Provider’s Costs with respect to the activities listed in Exhibit A, subsection 2 for such Year (hereinafter “Excess”).
c. If, for any Year, the Actual ▇▇▇▇-up Percentage is less than the percentage specified in Exhibit B for such Year, there shall be deemed to exist a shortfall in the amount of Service Provider’s ▇▇▇▇-up on Costs with respect to the activities listed in Exhibit A, subsection 2 in an amount equal to such difference in percentage times Service Provider’s Costs with respect to the activities listed in Exhibit A, subsection 2 for such Year (hereinafter “Shortfall”).
d. In the event of any Shortfall in a given calendar year, the applicable Service Recipient shall pay such Shortfall to Service Provider within sixty (60) days after the Actual ▇▇▇▇-up Percentage has been calculated.
e. In the event of any Excess in a given calendar year, Service Provider shall pay such Excess to the applicable Service Recipient within sixty (60) days after the Actual ▇▇▇▇-up Percentage has been calculated.
Yearly Reconciliation. The amounts due from Chiesi for Drug Product [***] ordered for delivery in each Commercial Year, as listed on the first invoice delivered to Chiesi for such Commercial Year, shall be increased or decreased, as the case may be, by the amount of a Reconciliation Adjustment aggregated for all Countries in the Territory and meant to compensate in such Commercial Year for any inaccuracy in the Price paid in each such Country in the prior Commercial Year (the “Yearly Reconciliation”); provided that, notwithstanding anything to the contrary herein, in no event shall the amount due from Chiesi for the Drug Product [***] ordered for delivery in any Commercial Year be less than [***] for any Commercial Year (the “Minimum Payment”), subject to the potential pro rata reduction of the Minimum Payment for failure to supply provided for in Section 4.14(f). For purposes of this Agreement, the “Reconciliation Adjustment” shall mean the aggregate for all Countries in the Territory of the difference for each Country between:
Yearly Reconciliation. The Parties shall perform a yearly reconciliation for the compensation amounts paid as follows:
Yearly Reconciliation. Upon each anniversary of the Effective Date, there shall be a reconciliation of payments/credits made throughout the year. Such reconciliation shall consist of the following: the total SABRE Bookings over the year shall be compared to the Booking Threshold as defined in paragraph 7 and the differentiation shall be applied to the formula herein regarding SABRE Bookings above or below the Booking Threshold as applicable ("The Reconciled Amount"). The Reconciled Amount, and all [*] Volume Threshold incentives under paragraph 10, shall be compared to the actual amount of payments/credits provided during the same year and TSG shall invoice or credit customer for the difference between The Reconciled Amount and the actual amount paid/credited during the year.