Yield loss of API Sample Clauses

Yield loss of API. With respect to the Manufacture of Product, the Parties shall evaluate and mutually determine the quantities of API which during the normal course of Manufacture would be required and acceptable to achieve a specified result, taking into account, among other things, fixed and flexible Manufacture losses ("Target Yield"). Target Yields are Batch specific. The Target Yield as set out in Schedule 2.6.4 shall apply for the Batches of Product delivered in Contract Years [***] and [***], respectively. Thereafter, the Target Yield shall be reviewed annually and agreed on by the Parties for Product to be delivered in each Contract Year during the continuance of this Agreement through good faith negotiations, having regard to the previous Contract Year's performance, to process enhancements, to the relevant requirements of any Regulatory Authority, to cGMP requirements and to all other relevant circumstances, it being understood and agreed that the previous Contract Year's performance shall not be determinative for such review and agreement. The Parties shall, at the end of each Contract Year, mutually determine by calculation pursuant to the formula set out in Schedule 2.6.4., the cumulative actual quantity of API which during the actual course of Manufacture was required to achieve the result of the relevant Contract Year ("Actual Yield"). To the extent that the Actual Yield is equal to, or greater than, the Target Yield minus [***], all Yield losses of API shall be at Nycomed's sole cost and expense. Patheon shall reimburse Nycomed for the cost of any deficiency wherein the Actual Yield is less than the Target Yield minus [***] at the API Agreed Value only, but in no event shall the combined total of the reimbursed amount be in excess of the amount set out in Section 12.3.2 per Contract Year.
Sample 1
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Related to Yield loss of API

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  • Excess Cash Flow In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

  • Increased cost claims (a) A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower. (b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

  • Allocation of Applied Realized Loss Amounts Any Applied Realized Loss Amounts shall be allocated by the Trustee to the most junior Class of Subordinated Certificates then Outstanding in reduction of the Class Certificate Balance thereof.

  • Deposit Pay ment of The Fixed Reserve Price 5.1. E-Bidders must make deposit payment as required under the Conditions of Sale attached to Proclamation of Sale, i.e. 10% of the reserve price. 5.2. Payment of the deposit must be made via local bank transfer in favour of Rajan Auctioneers Bidders Account (BIDDER DEPOS IT). Transaction must be done with in one (1) working day before the auction date with the following details; a) Account’s Name : RAJAN AUCTIONEERS SDN BHD - ACC2 b) Name of Bank : RHB BANK BERHAD c) Account Number : 21242400054193 d) Description : BIDDER DEPOSIT 5.3. Evidence of the transfer must be uploaded and submitted at the time of registration. 5.4. E-Bidders residing outside Malaysia/ (“Foreign E-Bidders”) must make deposit payment as required under the Conditions of Sale attached to Proclamation of Sale, i.e. 10% of the reserve price. Payment of the deposit must be made to as per mentioned in Proclamation of Sale in favour of the Auctioneer in accordance with 5.2 herein above with Swift Code as: XXXXXXXX ,Branch :0000000, Xxxxx Xxxxxxx Xxxxx. Evidence of payment must be uploaded and submitted at xxxxxxxxxxxxxxxx@xxxxx.xxx or WhatsApp to 000-0000000 within (4) working days before auction date.

  • Excess Sales If the number or amount of Contract Securities attributable to an Underwriter pursuant to Section 4.1 hereof would exceed such Underwriter’s Original Underwriting Obligation reduced by the number or amount of Underwriters’ Securities sold by or on behalf of such Underwriter, such excess will not be attributed to such Underwriter, and such Underwriter will be regarded as having acted only as a Dealer with respect to, and will receive only the concession to Dealers on, such excess.

  • REMANUFACTURED, RECYCLED, RECYCLABLE OR RECOVERED MATERIALS Upon the conditions specified in the Bid Specifications and in accordance with the laws of the State of New York, Contractors are encouraged to use recycled, recyclable or recovered materials in the manufacture of Products and packaging to the maximum extent practicable without jeopardizing the performance or intended end use of the Product or packaging unless such use is precluded due to health, welfare, safety requirements or in the Bid Specifications. Contractors are further encouraged to offer remanufactured Products to the maximum extent practicable without jeopardizing the performance or intended end use of the Product and unless such use is precluded due to health, welfare, safety requirements or by the Bid Specifications. Where such use is not practical, suitable, or permitted by the Bid Specifications, Contractor shall deliver new materials in accordance with the “Warranties" set forth below. Items with recycled, recyclable, recovered, refurbished or remanufactured content must be identified in the Bid or Bidder will be deemed to be offering new Product.

  • Special Hazard Loss Amount $ 0.00 --------------

  • FORCE ADJUSTMENT General 11.01 When any condition arises which reduces the work load to the extent that, in the Company's opinion, force adjustment is warranted, the following shall apply: (a) If the contemplated adjustment to the force would involve the lay-off of 50 or more Regular employees from the bargaining unit within a period of 30 days, or alternatively the spreading of the equivalent work by part-timing, the Company shall endeavour to reach agreement with the Union as to whether a plan of part-timing, lay-offs, or a combination of the two shall be put into effect. (b) If the contemplated adjustment to the work force is less extensive than that described in subsection 11.01 (a), the Company shall not resort to lay-off of Regular employees or part-timing of Regular Full-Time employees, except with the agreement of the Union. 11.02 In the event that an agreement as to a plan cannot be reached under subsection 11.01 (a) within a period of 30 calendar days after the matter has been submitted to the Union, the Company may proceed on a plan of lay-off to the extent it deems necessary. 11.03 It is expressly understood, however, that if the Company proceeds on a plan of lay-off at the expiration of the 30 day period or later as prescribed in this Article, negotiations toward an agreement relating to a force adjustment plan shall be resumed at any time at the request of either party. Similarly, after agreement has been reached as to a plan of force adjustment either party may resume negotiations at any time in an effort to obtain agreement upon modifications of the plan then in effect.

  • Workplace adjustment An employer wishing to employ a person under the provisions of this clause shall take reasonable steps to make changes in the workplace to enhance the employee’s capacity to do the job. Changes may involve re-design of job duties, working time arrangements and work organisation in consultation with other employees in the area.

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