Example ContractsClausesReconciliation
Reconciliation
Reconciliation contract clause examples

Reconciliation. Within fifteen (15) days following the end of each Calendar Quarter beginning with the Effective Date, each Party shall prepare and deliver to the other Party a quarterly report detailing its Development Costs incurred during such period, with Licensee reporting on all such Development Costs incurred with respect to the Territory or Development Collaboration Proposals, and Acorda reporting on all such Development Costs incurred with respect to Development Collaboration Proposals. Each Party shall submit any additional information reasonably requested by the other Party related to the Development Costs included in its report within three (3) Business Days of its receipt of such request. Within ten (10) days after the receipt of the report delivered by Licensee pursuant to this Section 5.6(c), Acorda shall prepare and deliver to Licensee a composite report that # summarizes the Development Costs incurred by each Party for such Calendar Quarter, # applies the percentage of such costs for which each Party is responsible for the total Development Costs attributable to the Development activities for such Calendar Quarter pursuant to Section 5.5, and # computes the amount due to Acorda or Licensee, as applicable, for such Calendar Quarter in order for the Parties to share the total Development Costs for such quarter based on the Development Plan and the principles set forth in Section 5.5 (each, a “Reconciliation Payment”). The Party to whom a Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets ​ and an asterisk*, have been separately filed with the Securities and Exchange Commission.

Reconciliation. [[Organization A:Organization]] will provide to Subtenant, within a reasonable period of time following receipt thereof by [[Organization A:Organization]] from Landlord, copies of each annual statement of actual Taxes and Operating Expenses for the applicable calendar year; provided that [[Organization A:Organization]]'s failure to promptly deliver such copies shall not relieve Subtenant of its obligation to pay the Shortfall, if any, upon determination thereof, nor shall such failure relieve [[Organization A:Organization]] of its obligation to credit or pay, as applicable, any Surplus to Subtenant upon determination thereof. If the actual amount of Taxes and Operating Expenses in excess of the Base Year exceed the Estimated Tax and Expense Amount for the applicable calendar year (the difference hereinafter being referred to as a "Shortfall"), then Subtenant shall pay Subtenant's Proportionate Share of such Shortfall to [[Organization A:Organization]] in a lump sum on or before the date on which [[Organization A:Organization]] is required to pay the Shortfall to Landlord pursuant to the Lease. If the Estimated Tax and Expense Amount exceeds the actual amount of Taxes and Operating Expenses in excess of the Base Year for the applicable calendar year (the difference hereinafter being referred to as a "Surplus"), then Subtenant shall be entitled to a credit against the next installment(s) of rent due hereunder in the amount of such Surplus; provided that if such Surplus exceeds the balance of rent which will become due under this Sublease, [[Organization A:Organization]] shall pay such excess to Subtenant within 45 days following the determination thereof. If [[Organization A:Organization]] exercises any audit right under the Lease), [[Organization A:Organization]] shall promptly share the results of such audit with Subtenant to the extent such results relate to the Subleased Premises. In addition, upon Subtenant’s written request, [[Organization A:Organization]] agrees to exercise its audit rights under [Section 5.4] of the Lease, provided Subtenant designates the auditor and Subtenant shall be responsible for the cost of the audit conducted at Subtenant’s request (and Subtenant shall be entitled to any resulting reimbursement of such expenses by Landlord as provided in [Section 5.4] of the Lease). Any audit conducted by Subtenant’s auditor shall be subject to and performed in compliance with [Section 5.4] of the Lease.

Reconciliation. If the difference between the actual cost to construct the Highline Extension and the Over Highline Extension Cost is less than the Highline Extension Differential Cost or the Competitive Highline Extension Differential Cost, as applicable, paid by Tenant, Landlord shall credit Tenant’s next payment of Base Rent with the amount by which Tenant’s payment of the Highline Extension Differential Cost or the Competitive Highline Extension Differential Cost, as applicable, exceeds the difference between the actual cost to construct the Highline Extension and the Over Highline Extension Cost. If the difference between the actual cost to construct the Highline Extension and the Over Highline Extension Cost is more than the Highline Extension Differential Cost or the Competitive Highline Extension Differential Cost, as applicable, paid by Tenant, Tenant shall pay to Landlord with Tenant’s next payment of Base Rent the amount by which the difference between the actual cost to construct the Highline Extension and the Over Highline Extension Cost exceeds Tenant’s payment of the Highline Extension Differential Cost or the Competitive Highline Extension Differential Cost, as applicable.

ADJUSTMENT; RECONCILIATION. On or before December 31st of each calendar year (unless this Lease shall expire or terminate at the expiration of such calendar year), Landlord shall endeavor to provide Tenant with written notice (“Estimated Expenses Notice”) of the Estimated Expenses due and payable by Tenant under this Lease for the following calendar year (subject to the availability of information reasonably necessary to prepare such estimate). If Landlord does not so provide Tenant with the Estimated Expenses Notice on or before December 31st (unless this Lease shall expire or terminate at the expiration

Annual Reconciliation. Landlord shall, within one hundred twenty (120) days after the end of each fiscal year, deliver to Tenant a reasonably detailed statement in line item detail pursuant to GAAP or customary local real estate accounting practices consistently applied of the actual amount of Operating Costs for such fiscal year (“Year End Statement”). Failure of Landlord to provide the Year End Statement within the time prescribed shall not relieve Tenant from its obligations hereunder unless such Year End Statement is not delivered within twenty-four (24) months after the end of the applicable fiscal year. If the total of such monthly remittances on account of any fiscal year is greater than Tenant’s Share of Operating Costs actually incurred for such fiscal year, then, provided no Event of Default then exists, Tenant may credit the difference against the next installment of Rent due hereunder, except that if such difference is determined after the end of the Term, Landlord shall refund such difference to Tenant within thirty (30) days after such determination to the extent that such difference exceeds any amounts then due from Tenant to Landlord. If the total of such remittances is less than Tenant’s Share of Operating Costs actually incurred for such fiscal year, Tenant shall pay the difference to Landlord, as Additional Rent hereunder, within thirty (30) days of Tenant’s receipt of an invoice therefor. Landlord’s estimate of Operating Costs for the next fiscal year shall be based upon the Operating Costs actually incurred for the prior fiscal year as reflected in the Year-End Statement plus a reasonable adjustment based upon estimated increases in Operating Costs. The provisions of this Section 5.2(e) shall survive the expiration or earlier termination of this Lease.

Reconciliation. CRISPR will prepare a reconciliation report, as soon as practicable after receipt of [[Nkarta:Organization]]’s Summary Statement, but in any event no later than ​ days after the end of each Calendar Quarter, accompanied by reasonable supporting documents and calculations sufficient to support each Party’s financial reporting obligations, independent auditor requirements and obligations under the Sarbanes-Oxley Act, which reconciles the amounts accrued and reported in each Party’s Summary Statement during such Calendar Quarter and the share of the Research Costs to be allocated to each of the Parties for such Calendar Quarter, which allocation shall be fifty percent (50%) for each Party of such Research Costs (such report, the “Reconciliation Report”). Payment to reconcile Research Costs shall be made by the owing Party to the other Party no later than ​ days after such Reconciliation Report is complete.

During any Cash Management Period, within thirty (30) calendar days after the end of each Reconciliation Period or partial Reconciliation Period with respect to the first Reconciliation Period ending after the occurrence of the applicable Cash Management Event, Borrowers shall prepare and deliver to Administrative Agent and Servicer for Administrative Agent’s approval, a Reconciliation Report, certified as true and correct by an officer of Borrowers. Each Reconciliation Report shall be accompanied by: # a certification by Borrowers that all actual Operating Expenses paid by Borrowers during such Reconciliation Period were either in respect of Budgeted Operating Expenses or Permitted Operating Expense Deviations; and # upon Administrative Agent’s request, invoices or other evidence reasonably satisfactory to Administrative Agent evidencing the actual Operating Expenses (including any Permitted Operating Expense Deviations) paid by Borrowers during such Reconciliation Period. Within thirty (30) calendar days after receipt thereof, Administrative Agent shall either approve or disapprove such Reconciliation Report.

Reconciliation Discussion. In the event that either Party has any questions or concerns regarding the Development Costs or calculation of Pre-Tax Profit or Loss reported by the other Party in a Financial Report pursuant to [Section 8.2.1] (Reports; Reconciliation Payments) and [Section 8.3.2] (Reporting Generally), the Financial Working Group shall endeavor to resolve such questions and concerns of either Party within ​ days after the end of each Calendar Quarter. Additionally, the Financial Working Group may by mutual agreement adjust the timing for notification or payment of any reconciliation payments hereunder.

Annual Reconciliation. Landlord shall, within one hundred twenty (120) days after the end of each fiscal year, deliver to Tenant a reasonably detailed statement of the actual amount of Operating Costs for such fiscal year (“Year End Statement”). Failure of Landlord to provide the Year End Statement within the time prescribed shall not relieve Tenant from its obligations hereunder; provided, however, Landlord shall be obligated to bill any Operating Costs on or before the date (“Outside Billing Date”) which is two (2) years after the end of the fiscal year in which the expenditure is made. If the total of such monthly remittances on account of any fiscal year is greater than Tenant’s Share of Operating Costs actually incurred for such fiscal year, then, provided no Event of Default has occurred, Tenant may credit the difference against the next installment of Additional Rent on account of Operating Costs due hereunder, except that if such difference is determined after the end of the Term, Landlord shall refund such difference to Tenant within thirty (30) days after such determination to the extent that such difference exceeds any amounts then due from Tenant to Landlord. If the total of such remittances is less than Tenant’s Share of Operating Costs actually incurred for such fiscal year, Tenant shall pay the difference to Landlord, as Additional Rent hereunder, within thirty (30) days of Tenant’s receipt of an invoice therefor. Landlord’s estimate of Operating Costs for the next fiscal year shall be based upon the Operating Costs actually incurred for the prior fiscal year as reflected in the Year-End Statement plus a reasonable adjustment based upon estimated increases in Operating Costs. The provisions of this Section 5.2(e) shall survive the expiration or earlier termination of this Lease.

Reconciliation. On an annual basis and as part of the Transfer Price notice delivered by CCX to VF pursuant to [Section 4.1(a), CCX]X] shall perform a reconciliation to determine the actual Transfer Price for the Bulk Drug Product delivered to VF by CCX from ​ (the “Actual Transfer Price”). Notwithstanding the foregoing, for calendar year 2021, the Actual Transfer Price shall be calculated based on the Bulk Drug Product delivered to VF by CCX from ​ based on the Rolling Forecast submitted by VF on or before ​, pursuant to [Section 5.1(b)]. If the Transfer Price paid to CCX for the Bulk Drug Products delivered in such time period is less than the Actual Transfer Price for such Bulk Drug Products, the difference between such amounts will be factored in the Transfer Price for the following Year (commencing January 1 and continuing until December 31 of such Year). Likewise, if the Transfer Price payments made to CCX by VF for the Bulk Drug Products delivered in such time period exceeds the Actual Transfer Price for such Bulk Drug Products, the difference between such amounts will be factored in the Transfer Price for the following Year (commencing January 1 and continuing until December 31 of such Year).

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