Additional Consideration Reductions Sample Clauses

Additional Consideration Reductions. (A) If the Additional Consideration Term for a Product continues solely due to clause (a) of the definition of Additional Consideration Term, then the Additional Consideration Payment payable with respect to such country for such Product will thereafter be reduced by [***]%, which reduction will be calculated by determining the portion of total Net Sales of the relevant Product in a Calendar Year that is attributable to the country in which such reduction applies, and determining the total additional consideration payable for such Product without reduction, and then reducing by [***]% the applicable portion (based on Net Sales of such Product in such country as a percentage of total Net Sales of such Product) of total additional consideration attributable to such Product in such country. (B) If a Loss of Market Exclusivity exists with respect to a country in a Calendar Year, then the rate set forth in Section 2.07(e)(i) with respect to Net Sales in such country for such Product will be reduced as follows, in each case, solely for as long as such Loss of Market Exclusivity continues in the relevant country and solely in such country and for such Product: (1) if such Loss of Market Exclusivity exists due to clause (b)(i) of the definition of a Loss of Market Exclusivity, then the rate set forth in Section 2.07(e)(i) will be reduced to [***]% of the rate set forth in Section 2.07(e)(i); (2) if such Loss of Market Exclusivity exists due to clause (b)(ii) of the definition of Loss of Market Exclusivity, then the rate set forth in Section 2.07(e)(i) will be reduced to [***]% of the rate set forth in Section 2.07(e)(i); and (3) if such Loss of Market Exclusivity exists due to clause (b)(iii) of the definition of a Loss of Market Exclusivity, then the rate set forth in Section 2.07(e)(i) will be reduced to [***]% of the rate set forth in Section 2.07(e)(i), which reduction will be calculated by determining the portion of total Net Sales of the relevant Product in a Calendar Year that is attributable to the country in which such reduction applies, and determining the total additional consideration payable for such Product without reduction, and then reducing by the applicable percentage the applicable portion (based on Net Sales of such Product in such country as a percentage of total Net Sales of such Product) of total additional consideration attributable to such Product in such country. (C) In the event that sales of the Product by any Selling Party would, but f...
View Source

Related to Additional Consideration Reductions

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • Additional Considerations For FEMA’s Assistance to Firefighters Grant (AFG) Program, recipients must include a penalty clause in all contracts for any AFG-funded vehicle, regardless of dollar amount. In that situation, the contract must include a clause addressing that non-delivery by the contract’s specified date or other vendor nonperformance will require a penalty of no less than $100 per day until such time that the vehicle, compliant with the terms of the contract, has been accepted by the recipient. This penalty clause should, however, account for force majeure or acts of God. AFG recipients should refer to the applicable year’s Notice of Funding Opportunity (NOFO) for additional information, which can be accessed at ▇▇▇▇.▇▇▇.

  • No Additional Consideration For the avoidance of doubt, the transfer of any Assets under this Section 2.8 shall be effected without any additional consideration by either party.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,155,000., subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).