Buy-Down. Immediately upon payment by Celgene of the “Buy-Down Payment” (as defined in the ACE-011 Agreement) pursuant to the ACE-011 Agreement, the royalty payments to be paid by Celgene to Acceleron under Section 5.6.1 shall be replaced with the following royalty payments:
(i) [* * *] of annual Net Sales in each region of the Territory during a Contract Year for that portion of the annual Net Sales in such region that is less than or equal to [* * *];
(ii) [* * *] of annual Net Sales in each region of the Territory during a Contract Year for that portion of the annual Net Sales in such region that is greater than [* * *] and less than or equal to [* * *]; and
(iii) [* * *] of annual Net Sales in each region of the Territory during a Contract Year for that portion of the annual Net Sales in such region that is greater than [* * *]; provided that the applicable thresholds above will be determined on a region-by-region basis with each of the following areas of the Territory treated as one region: (x) North America and (y) the rest of the Territory. Any adjusted royalty payment made under this Section 5.6.3(a) shall be subject to reduction pursuant to Section 5.6.3(b) through Section 5.6.3(d).]
Buy-Down. At the Employer’s discretion, employees may be offered a lump sum payment through a buy-down program which will be designed to transition employees from the economic terms of Safeway collective agreement to the converted store’s collective agreement. Should an employee select this option, they will be subject to all terms and conditions under the converted store’s collective agreement. The Union will be notified of all aspects of these offers.
Buy-Down. The Payor shall have the absolute right, in its sole and absolute discretion, to purchase one and one-half percent (1½%) of the Royalty, leaving the Payee with a one percent (1%) remaining Royalty, at any time upon payment to the Payee of Three Million U.S. Dollars (US$3,000,000.00). Upon receipt of such payment the Payee shall execute and deliver to Payor a release of the portion of the Royalty so purchased.
Buy-Down. Contemporaneously with Owner's review of the Work and the Casino Hotel, Construction Manager and Owner shall together identify any and all items of Work that Owner and Construction Manager mutually agree require completion or contain a Defect, the omission of which would not adversely affect the operation of the Casino Hotel but which must be completed to achieve Completion (the "Buy-Down Items") and a respective value for each Buy-Down Item. Construction Manager shall thereafter complete any Work necessary to complete the Buy-Down Items; provided, however, that Construction Manager may elect in its sole discretion, by written notice delivered to Owner within ten (10) Days after the Buy-Down Items are agreed upon, to pay to Owner an amount equal one hundred and fifty percent (150%) of the value specified for any or all Buy-Down Items in lieu of completing such Buy-Down Items in order to achieve Completion of Phase One or Phase Two in accordance with Section 9.3."
(c) Section 9.3 of the Construction Agreement is hereby amended in its entirety to read as follows:
Buy-Down. 22.2.2.1 If, before the Date Certain,
(a) Contractor has satisfied all requirements for Substantial Completion other than demonstrating that the Facility shall have satisfied either or both of the Front End Performance Guarantee and the Back End Performance Guarantee; and
(b) Contractor's most recent Front End Performance Test has satisfied the Front End Minimum Performance Criteria and the most recent Back End Performance Tests have satisfied the Back End Minimum Performance Criteria; then Contractor shall have the option to pay Owner the Buy-Down Amounts based on Contractor's most recently completed Front End Performance Test and/or Back End Performance Tests, as the case may be.
22.2.2.2 If Contractor has not exercised the option provided in Section 22.2.2.1, and at the Date Certain Contractor meets the criteria set forth in Section 22.2.2.1(a) and (b), Contractor shall pay Owner the Buy-Down Amounts based on Contractor's most recently completed Front End Performance Test and/or Back End Performance Tests, as the case may be.
22.2.2.3 Contractor shall pay the full Buy-Down Amounts as a condition to Substantial Completion, and shall submit payment prior to or together with submission of its Notice of Substantial Completion. In either of the circumstances of Section 22.2.2.1 and Section 22.2.2.2, the Notice of Substantial Completion shall be submitted no later than the Date Certain.
Buy-Down. At COMPANY’S sole discretion at any time during the Royalty Term (within [**] days of any Approval, as provided for below), COMPANY may elect (the “Buy Down Election”) to pay to Selexis [**] Euros (€[**]) pursuant to the payment schedule below, and effective upon receipt by Selexis of such Buy Down Election (“Buy Down Effective Date”) COMPANY’S obligations under Section 3.1.3 will be eliminated in their entirety. COMPANY may exercise this Buy Down Election by providing Selexis with written notification of such Election within [**] days following receipt of any Approval. Within [**] months from the date of the Buy Down Effective Date: [**] Euros (€[**]) Within [**] months from the date of the Buy Down Effective Date: an additional [**] Euros (€[**])
Buy-Down. Contemporaneously with Owner’s review of the Work and the Casino Hotel, Construction Manager and Owner shall together identify any and all items of work that Owner and Construction Manager mutually agree require completion or contain a defect, the omission of which would not adversely affect the operation of the Casino Hotel but which must be completed to achieve Completion (the “Buy-Down Items”) and a respective value for each Buy-Down Item. Owner may, in its sole discretion, require that Construction Manager pay to Owner an amount equal one hundred and fifty percent (150%) of the value specified for certain Buy-Down Items in lieu of completing such Buy-Down Items in order to achieve Completion in accordance with Section 9.3.
Buy-Down. If Seller established the Commercial Operation Date with less than the Installed Capacity but equal to or more than the Minimum Capacity, then Seller shall have an additional sixty (60) days after the Commercial Operation Date to complete construction and commissioning of Wind Turbines up to an aggregate nameplate capacity equal to at least one hundred percent (100%) of the Installed Capacity provided that Seller may, if it elects to do so in its sole and absolute discretion, pay to MP at any time on or before the sixtieth (60th) Day after the Commercial Operation Date a one-time capacity buy-down payment equal to (A) the number of MWs equal to the Installed Capacity less MP’s Percentage of the Rated Capacity of the Wind Turbines and associated equipment that has been completed at the beginning of the Day the payment is made multiplied by (B) [TRADE SECRET DATA EXCISED] (the “Capacity Buy- Down Payment”), in which case the Installed Capacity shall for all purposes be equal to MP’s Percentage of the Rated Capacity at the time of the Capacity Buy-Down Payment. The Capacity Buy-Down Payment shall not be subject to the Aggregate Damage Limitation under Section 11.5.
Buy-Down. The Seller shall have the right (the “Buy-Down Right”) to reduce the amount of Refined Copper to be delivered and sold by the Seller to the Purchaser under this Agreement by 50% from and after the Buy-Down Effective Date by paying to the Purchaser the Buy-Down Amount up to ninety (90) days following the first Expansion Production Date with respect to an Expansion for which the Nominated Nameplate Production Capacity is greater than or equal to 50 Mlbspa (the “Buy-Down Right Deadline”). The Seller may exercise the Buy-Down Right once, by providing written notice of such exercise to the Purchaser on or before the day that is fifteen (15) days following the first Expansion Production Date with respect to an Expansion for which the Nominated Nameplate Production Capacity is greater than or equal to 50 Mlbspa. The exercise of the Buy-Down Right shall set out an effective date (the “Buy-Down Effective Date”) not later than the Buy-Down Right Deadline and shall be irrevocable once such notice is delivered to the Purchaser. The Seller shall pay the Buy-Down Amount to the Purchaser no later than the Buy-Down Effective Date, failing which the exercise of the Buy-Down Right will be null and void and the Seller will be deemed to have waived any future right to exercise the Buy-Down Right. 38821-2007 25879515.13
Buy-Down
