Balancing Payment. 6.4.1 Gavi shall be entitled to give notice to Novavax at any time that the Novavax Doses (or any part thereof) are not required for allocation under the COVAX Facility (such excess volume of Vaccine, which shall not include the Cancelled Doses, the “Remaining Doses”). On receipt of such notification Novavax shall use Commercially Reasonable Endeavours to sell the Remaining Doses outside of the COVAX Facility.
6.4.2 If Novavax has been unable to sell all of the Remaining Doses, despite using Commercially Reasonable Endeavours to do so, and such Remaining Doses become Wasted, Novavax shall inform Gavi of the number of such Wasted Remaining Doses (the “Balancing Doses”) and Gavi shall pay to Novavax a balancing payment to be calculated according to Clause 6.4.3 (the “Balancing Payment”).
6.4.3 Subject to Clause 6.4.4, the Balancing Payment shall be calculated according to the following formula: [***] where:
(i) [***]
(ii) [***]
(iii) [***]
(iv) [***]
6.4.4 Provided the applicable portion of the Advanced Payment Amount has been received by Novavax pursuant to Clause 6.2, the sum of all Balancing Payments paid and payable shall not exceed:
(i) USD [***]; or
(ii) from date the Vaccine receives Emergency Use Listing by the WHO, USD [***], (the “Balancing Payment Cap”). If the aggregate sum of any Balancing Payments paid and payable would exceed the Balancing Payment Cap, the amount of any payable Balancing Payment shall be reduced such that the Balancing Payment Cap is not exceeded.
Balancing Payment. In the event (i) the Total Outstandings exceed the Borrowing Base and/or (ii) the Borrowing Base Indebtedness exceeds the Borrowing Base, Borrower shall, within sixty (60) days after written demand therefor by Administrative Agent to Borrower, repay that portion of any outstanding Loans and/or Cash Collateralize that portion of any L/C Obligations necessary to eliminate any such excess.
Balancing Payment. As soon as practicable after the end of each financial year the Landlord must give to the Tenant a statement of the Service Charge payable by the Tenant for that year together with a copy of the Certificate due credit being given in such statement for the advance payment made by the Tenant and the Tenant must within 14 days pay to the Landlord the Service Charge or any balance found payable or there shall be allowed by the Landlord to the Tenant any amount which may have been overpaid by the Tenant by way of advance payment as the case may require PROVIDED ALWAYS:-
4.1 That the Service Charge is to be duly apportioned for the period from the Term Commencement Date to the ensuing 31st December
4.2 That any omission by the Landlord to include in the Building Expenses or the Certificate for any financial year a sum expended or a liability incurred in that year shall not prevent the Landlord from including such sum or the amount of such liability in the Building Expenses or the Certificate in any subsequent financial year
4.3 That the provisions of this Schedule will continue to apply notwithstanding the end of the Term but only for the period expiring at the end of the Term
Balancing Payment. If the Service Charge for any Financial Yean:-
33.4.1 shall exceed the Advance Payment for that Financial Year then the excess shall be paid by the Tenant to the Landlord on written demand; or
33.4.2 shall be less than the Advance Payment for that Financial Year, the overpayment shall be credited to the Tenant against the next quarterly payment of the Service Charge, or, if there is none, refunded to the Tenant without delay.
Balancing Payment. As soon as practicable after the end of each financial year the Landlord must give to the Tenant a statement of the Service Charge payable by the Tenant for that year together with a copy of the Certificate due credit being given in such statement for the advance payment made by the Tenant and the Tenant must within 14 days pay to the Landlord the Service Charge or any balance found payable or there shall be allowed by the Landlord to the Tenant any amount which may have been overpaid by the Tenant by way of advance payment as the case may require PROVIDED ALWAYS:-
4.1 That the Service Charge is to be duly apportioned for the period from the Term Commencement Date to the ensuing 31st December
4.2 That any omission by the Landlord to include in the Building Expenses or the Certificate for any financial year a sum expended or a liability incurred in that year shall not prevent the Landlord from including such sum or the amount of such liability in the Building Expenses or the Certificate in any subsequent financial year
4.3 If the Landlord carries out major works of repair or maintenance or decoration or replaces major items of plant or machinery it may:-
4.3.1 at its discretion apportion the amount of the relevant expenditure over more than one service charge financial year and
4.3.2 include in the Service Charge interest at a reasonable market rate on the part of the expenditure to be recovered in later financial years (save where the charges have been incurred by the Landlord’s failure to act properly and promptly in connection with the collection of service charge from other tenants of the Building
4.4 That the provisions of this Schedule will continue to apply notwithstanding the end of the Term but only for the period expiring at the end of the Term
Balancing Payment. If the amount in the Notional Account in respect of a Point of Connection is less than the amount of the Distributor’s interest in the Line Debts in respect of the Previous Month in relation to that Point of Connection multiplied by the Discount Factor:
Balancing Payment. From the Closing Date until December 24, 1999, Buyer shall pay to the Seller the value of the gross margin on sales of the Products shipped during such period, less any commissions or other payments to a third party relative to theses shipments. Seller shall pay Buyer $4,000 per day for each business day between the Closing Date and December 24, 1999. This provision shall apply only to sales of the Products which are included on the unshipped order backlog of the Seller as of the Closing Date.
Balancing Payment. If, taking into account the Reimbursable Development Expenses incurred by each Party during a Calendar Quarter and the Operating Profits or Losses for such Calendar Quarter reflected in a Consolidated Report, as applicable, an amount is due from one Party to the other to effect the sharing of Reimbursable Development Expenses, Reimbursable Expenses and Net Revenues as set forth in Section 7.7.1 (Sharing Percentages) above, then the Party to whom payment is owed will invoice the other Party for an amount necessary to effect such sharing; provided that for the first Calendar Quarter following the Effective Date, or in which the Effective Date occurs, such the calculation of such balancing payment shall also take into account any Pre-Definitive LRRK2 Agreement Eligible Development Expenses. The owing Party will make payment in full of any undisputed invoiced amounts to other Party within [***] after the date of such invoice. In the event of any disagreement with respect to the calculation of payments owed by one Party to the other Party, the owing Party will pay any undisputed portion of such payment in accordance with the foregoing timetable and will pay the remaining, disputed portion within [***] after the date on which the Parties, using good faith efforts, resolve the dispute, which dispute, at the request of either Party, will be resolved by the Finance Working Group in accordance with Section 7.7.7 (Financial Disputes).
Balancing Payment. If the Balancing Payment shown on a Service Charge Statement is payable by:
(A) the Tenant to the Management Company, the Tenant shall pay the Balancing Payment to the Management Company within twenty one days of the delivery to the Tenant of the Service Charge Statement; or
(B) the Management Company to the Tenant, the Balancing Payment shall be set off against any sum payable by the Tenant under this clause 23 and, in the case of the final Service Charge Statement, any part of the Balancing Payment which has not been so set off shall be paid by the Management Company to the Tenant within fourteen days of the delivery to the Tenant of that Service Charge Statement.
Balancing Payment. Any Balancing Payment as shown in the Cut-Off Schedule shall be paid by the Purchaser to the Seller or by the Seller to the Purchaser (as the case may be):
(a) within thirty (30) Business Days after the date of determination of the Balancing Payment in accordance with Section 8.2,
(b) in Euros by wire transfer of immediately available funds to the account of Seller or Purchaser (as appropriate), such account to be designated at least three (3) Business Days prior to the date of payment.
