Cost Adjustment Sample Clauses

Cost Adjustment. If ICS can reasonably demonstrate to the Company that the costs to ICS for providing Services have materially increased (or are reasonably likely to increase materially during the following twelve (12) month period of the Term) as a result of any changes to the contemplated distribution model (including a move to direct-to-physician or drop-ship model) or changes in the Requirements of Law, including the adoption of any new Requirements of Law impacting Services, then ICS may increase the applicable component of the fees for such Services provided in Schedule B (“Cost Adjustment”). ICS will notify the Company of any proposed Cost Adjustment at least [***] days prior to its effective date. All Cost Adjustments will be determined under generally accepted accounting principles (GAAP) and cost allocation methods applied on a consistent basis. If the Company objects to any Cost Adjustment and the parties are unable in good faith to resolve such objection to the reasonable satisfaction of both parties, then either party may terminate this Agreement upon [***] days’ prior written notice to the other party.

Cost Adjustment. 2.4.1. With respect to each six month period ended June 30 or December 31 and the period from the first date that XOMA US is manufacturing Product for the purpose of building inventory for commercial sale by Baxter until the next following June 30 or December 31, as applicable, XOMA US shall prepare a report (the "Cost Report") detailing its actual Cost of Manufacturing for such period. The Cost Report shall be delivered by XOMA US to Baxter within thirty days following the end of such six month period. 2.4.2. Within five business days of delivery to ▇▇▇▇▇▇ of the Cost Report, XOMA US shall prepare a statement detailing (i) the actual amounts paid by Baxter for purchases of Product during such period ("Invoiced Cost") (ii) the amounts payable with respect to purchases of Product during such period based upon the actual Cost of Manufacturing set forth in the Cost Report ("Verified Cost") and (iii) the amounts due to or from Baxter with respect to the difference between the Invoiced Cost and Verified Cost for purchases of Product during such period ("Cost Adjustment") ▇▇▇▇▇▇ or XOMA US, as applicable, shall pay, without the accrual of any interest, the Cost Adjustment within thirty days of receipt of such statement. The Verified Cost per unit shall be the Invoiced Cost per unit for the next following six month period; provided, that in the event of any unanticipated, material change in the Cost of Manufacturing, the parties will negotiate in good faith appropriate adjustments thereto. 2.4.3. Baxter shall have the right, exercisable within ninety days of receipt of the Cost Report, to have the Cost Report audited, by an independent accounting firm of nationally recognized standing, selected by Baxter and reasonably acceptable to XOMA US. Baxter and XOMA US shall cooperate with respect to such audit, including, making all reasonably requested information available. Baxter and XOMA US shall negotiate to resolve any dispute with respect to such Cost Report. Any unresolved disputes shall be resolved by the Project Core Team and if not so resolved shall be referred to the Relationship Oversight Committee. Within ten days of resolution of any issues raised by such audit, XOMA US shall prepare a revised Cost Report based upon such audited Verified Cost.

Cost Adjustment. Not Applicable CPI or other Index Fixed Percentage - % Actual Cost Fixed Amount - $ Other:

Cost Adjustment. CN shall make commercially reasonable efforts to reduce the cost figures and conversion factors comprising the Base Price. The parties shall meet on a quarterly basis to review the cost figures and conversion factors. CN shall provide NB with the information necessary to allow informative discussion pertaining to these issues. After review of the cost figures and conversion factors, the Parties may agree on the adjustment, if any, to the variable items contained in the formula used to establish the Base Price.

Cost Adjustment. A. Costs shall be adjusted annually by the District based upon its then‐current budget and reconciled to actual costs within 90 days after the end of each fiscal year as required by C.R.S. §22‐30.5‐112(2)(a.4)(II), and any difference between the amount initially charged to the School and the actual cost shall be paid to the owed Party. B. If the School does not purchase optional services, it shall be responsible for performing those activities or services itself, in the manner required by law for other schools in the District, unless otherwise waived in writing by the District.

Cost Adjustment. Based on receipt of reports in paragraph (b) of this sec- tion, the Grant Officer shall make up- ▇▇▇▇ or downward adjustments to the allowable costs; and

Cost Adjustment. The Federal agency will, within 90 days after receipt of reports in paragraph (b) of this section, make upward or downward adjustments to the allowable costs.

Cost Adjustment. Lessor and Lessee agree that if all fees, costs and expenses invoiced to Lessor directly attributable to the Agreed Lessee Modifications, including without limitation, the order, purchase, delivery and installation on the Aircraft of the galleys, seats, avionics, APU and wheels and brakes (collectively, the "BFE/SFE") selected by Lessee as part of the Agreed Lessee Modifications are less than such fees, costs and expenses invoiced to Lessor for the BFE/SFE selected by Lessor as part of the GECC A319 Baseline Specification, then upon the delivery of the Aircraft, Lessor shall pay to Lessee the difference between (i) the Lessee selected BFE/SFE , pro-rata for such Aircraft leased by Lessee from Lessor, and (ii) the Lessor selected BFE/SFE for such Aircraft. Lessee acknowledges that Lessor is subject to confidentiality agreements with its vendors relating the price of the above referenced BFE/SFE. Lessor shall certify to Lessee the net difference between the costs of Lessee selected BFE/SFE if less than the Lessor selected BFE/SFE.

Cost Adjustment. Not Applicable CPI or other Index Fixed Percentage - % Fixed Amount - $ Actual Cost Other: Availability of Funding 13. Equity Program Participation Summary a. County established M/WBE, SBE, CDBE, CBE, DBE or ACDBE participation goal for this action or project: N/A b. Contractor-committed M/WBE, SBE, CDBE, CBE, DBE or ACDBE participation goal planned for this action or project: N/A c. M/WBE, SBE, CDBE, CBE, DBE or ACDBE participation to date: N/A