Yield Reconciliation Clause Samples

The Yield Reconciliation clause establishes the process for comparing actual production yields to expected or contractual yields in a transaction. Typically, this involves periodic reviews of output data, adjustments for discrepancies, and may require one party to compensate the other if the actual yield falls short or exceeds agreed benchmarks. Its core function is to ensure transparency and fairness in transactions where output quantities can vary, thereby minimizing disputes and aligning financial outcomes with real-world results.
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Yield Reconciliation. (a) During its performance of the Manufacturing Services, on an annual basis Patheon is expected to produce a certain yield of Product using Client-Supplied Material (the “Expected Yield”). The initial Expected Yield shall be calculated and mutually agreed by the Parties after the first [***] batches of commercial Product Manufactured by Patheon. Pending such agreement, the Expected Yield shall be [***], but shall not be contractually binding and the Parties acknowledge that this may not be attainable due to the limited experience that Patheon will have in Manufacturing commercial Product. Accordingly the Yield Reimbursement Payment and credit set out in Section 2.9(c) shall not apply to the first [***] batches of commercial Product Manufactured by Patheon. (b) On a [***] basis during the Term, Patheon shall provide Client with a report in respect of the previous [***] and [***] to date showing: (i) the number of vials of Products released to be delivered to Client in accordance with the terms of this Agreement in the applicable periods; (ii) Patheon’s inventory of Client-Supplied Materials, quantity of Client-Supplied Materials that complies with Section 2.2(k) received at the Facility, Quantity Dispensed, Quantity Converted, and such additional information as the Parties may agree; and (iii) the Achieved Yield in [***] and year to date, where “Achieved Yield” shall be calculated pursuant to an equation to be agreed by the Steering Committee taking into account Client-Supplied Materials that have expired as a result of a Patheon act or omission and any Client-Supplied Materials lost in the warehouse prior to and during Manufacture, but excluding (i) Client-Supplied Materials retained by Patheon as samples; (ii) Client-Supplied Materials contained in Product retained as samples; (iii) Client-Supplied Materials used in testing (if applicable); (iv) any agreed yield reductions arising from specific market related requirements such as visual inspection of the Product that are not part of normal processing and (v) Client-Supplied Materials received and used by Patheon pursuant to the Technical Transfer Agreement. (c) In the event the Achieved Yield in any year after the date of Manufacture of the [***] of commercial Product is more than [***]% lower than the then-current Expected Yield for such year, (i) Patheon and Client will engage in good faith discussions to agree a remediation plan describing the steps to be taken to achieve the then-current Expected Yie...
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Yield Reconciliation. On a quarterly basis, Manufacturer will provide Purchaser with consigned Material reconciliation reports for any consigned Material in the format of Exhibit 2.4 (f). On an annual basis, the average Production Yield Percentage will be compared to the Target Production Yield Percentage. Annually, if the average Production Yield Percentage is more than two percentage points (2%) below the Target Production Yield Percentage, Manufacturer shall reimburse Purchaser 100% of the value of Excess Yield Loss as set forth in Example 1 on Schedule A attached hereto. Manufacturer shall reimburse Purchaser accordingly for the Materials’ value based on Purchaser’s costs (as set forth on Schedule A). Annually, if the average Production Yield Percentage is more than two percentage points (2%) above the Target Production Yield Percentage, then Purchaser will pay or credit Manufacturer for 50% of the value of the Excess Yield Gain as set forth in Example 2 on Schedule A. Purchaser shall pay Manufacturer accordingly for the Materials’ value based on Purchaser’s costs (as set forth on Schedule A). Schedule A shall be amended annually by the Parties according to any cost change communicated by Purchaser to Manufacturer. For the avoidance of doubt, the yield reconciliation process shall not apply to the first ten (10) Batches supplied for new products under this Agreement. Annual financial obligations under this Section 2.4(f) will be calculated within sixty (60) days of the end of each year of the Term.
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Related to Yield Reconciliation

  • Account Reconciliation You will verify and reconcile any out-of-balance condition, and promptly notify the Credit Union of any errors within the time periods established in the Membership and Account Agreement after receipt of your account statement. If notified within such period, the Credit Union shall correct and resubmit all erroneous files, reports, and other data at the Credit Union's then standard charges, or at no charge, if the erroneous report or other data directly resulted from the Credit Union's error.

  • Contract Reconciliation Grantee, within 45 calendar days after the end of each fiscal term year, will submit to the System Agency email box, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇▇▇.▇▇.▇▇, financial and reconciliation reports required by System Agency in forms as determined by System Agency.

  • Annual Reconciliation At the end of each Expense Year or as soon as practicable following the end of each Expense Year, Landlord shall deliver to Tenant a statement (the “Annual Reconciliation”) of: (a) the actual annual Operating Expenses and Tenant’s Percentage of Operating Expenses for the preceding year, and (b) the actual annual Real Property Taxes and Tenant’s Percentage of Real Property Taxes for the preceding year. If for any year, the sum of Tenant’s Percentage of Operating Expenses and Tenant’s Percentage of Real Property Taxes (as specified in the Annual Reconciliation) is less than the total amount of the estimated payments made by Tenant under Section 6.3.1 above for such year, then any such overpayment, or overpayments, shall be credited toward the monthly Rent next falling due after determination by Landlord of such overpayment, or overpayments (or if the Term shall have expired or terminated, shall be refunded to Tenant in a lump sum payment within thirty (30) days following the Tenant’s receipt of such Annual Reconciliation). Similarly, if for any year, the sum of Tenant’s Percentage of Operating Expenses and Tenant’s Percentage of Real Property Taxes (as specified in the Annual Reconciliation) is more than the total amount of the estimated payments made by Tenant under Section 6.3.1 above for such year, then any such underpayment, or underpayments, shall be paid by Tenant to Landlord concurrently with the next regular monthly Basic Rent payment coming due after Tenant’s receipt of the Annual Reconciliation (or if the Term shall have expired or terminated, within thirty (30) days following the Tenant’s receipt of such Annual Reconciliation).

  • Reconciliation In the event that the Corporate Taxpayer and a Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 and 6.02 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s position, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 shall be binding on the Corporate Taxpayer and such Member and may be entered and enforced in any court having jurisdiction.

  • On Reconciliation and Settlement If the year-end reconciliation and settlement process demonstrates that the HSP received Funding in excess of its confirmed funds, the Funder will require the repayment of the excess Funding.