CERTAIN FOREIGN PAYMENTS Sample Clauses

CERTAIN FOREIGN PAYMENTS. If governmental regulations prevent remittance from any foreign country of any amounts due under Section 3.1 in respect of that country, ALZA shall so notify Crescendo in writing, and the obligation under this Agreement to make payments with respect to sales in that country shall be suspended (but the amounts due but not paid shall continue to accrue) until such remittances are possible. Crescendo shall have the right, upon written notice to ALZA, to receive payment in any such country in the local currency.
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CERTAIN FOREIGN PAYMENTS. If governmental regulations prevent remittance from any foreign country of any amounts due under Section 7.4 with respect to that country, Allergan shall so notify ASTI in writing, and the obligation under this Agreement to make payments with respect to sales in that country shall be suspended (but the amounts due but not paid shall continue to accrue) until such remittances are possible. ASTI shall have the right, upon written notice to Allergan, to receive payment in any such country in the local currency.
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CERTAIN FOREIGN PAYMENTS. If governmental regulations prevent remittance from any foreign country of any amounts due under Section 3.2 in respect of that country, BioChem, BV or TII shall so notify CliniChem in writing, and the obligation under this Agreement to make payments with respect to sales in that country shall be suspended (but the amounts due but not paid shall continue to accrue) until such remittances are possible. CliniChem shall have the right, upon written notice to BioChem, BV or TII, to receive payment in any such country in the local currency.
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CERTAIN FOREIGN PAYMENTS. If governmental regulations prevent remittance from any foreign country of any amounts due under Section 3.1 in respect of that country, ALZA shall so notify TDC in writing, and the obligation under this Agreement to make payments in respect of sales in that country shall be suspended (but the amounts due but not paid shall continue to accrue) until such remittances are possible. TDC shall have the right, upon written notice to ALZA, to receive payment in any such country in the local currency.
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CERTAIN FOREIGN PAYMENTS. Notwithstanding the provisions of Section 3.2, if any therapeutic Human Healthcare Product is not approved for sale in the United States, but is approved for sale in any other country, payments shall be made to the Limited Partner in respect of such product in such country at one-half the rates set forth in Section 3.2; provided, however, that payments of the type described in Section 3.2(c) shall be amortized over a five year period from the date of the payment and paid only for months before the month in which foreign payments in respect of the product become no longer payable. However, once such therapeutic Human Healthcare Product is approved for sale in the United States, all payments in respect of such product in countries other than the United States shall cease, and payments shall be made solely in respect of such product in the United States; provided, however, that in the case of Interleukin-2, the payments described in the first sentence of this Section 3.3 shall continue until such time as payments to the Limited Partner in respect of United States sales by Cetus and United States sublicensing and other payments received by Cetus in respect of Interleukin-2 for any quarter equal or exceed the payments made by Cetus to the Limited Partner in respect of foreign sales made by Cetus and foreign sublicensing and other payments received by Cetus in respect of Interleukin-2 for the quarter in which FDA approval to market the product was granted.
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CERTAIN FOREIGN PAYMENTS. If governmental regulations prevent remittance from any foreign country of amounts due under Section 3 in respect of that country, Cetus shall so notify the Limited Partner in writing, and subject to the remainder of this Section 6.2, the obligation under this Agreement to make payments in respect of sales in that country shall be suspended (but the amounts due but not paid shall continue to accrue) until such remittances are possible; provided, however, that to the extent Cetus invests its own blocked funds in passive investments in such country or liquidates its own blocked funds at available rates, Cetus shall do the same with the Limited Partner's blocked funds. In addition, on or before December 31 of each calendar year. Cetus shall liquidate any blocked funds of the Limited Partner at available rates and pay any amounts received on liquidation to the Limited Partner. Cetus shall in any event liquidate all such amounts and pay all amounts received as soon as practicable after December 31, 2001. All payments by Cetus under this Section 6.2 shall be deemed to be payment in full of the amounts so paid or liquidated, and Cetus shall have no liability to the Limited Partner for any actions taken in accordance with this Section 6.2.
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CERTAIN FOREIGN PAYMENTS. If governmental regulations prevent remittance from any foreign country of any amounts due under Section 3 in respect of that country, Licensee shall so notify Licensor in writing, and the obligation under this Agreement to make payments in respect of sales in that country shall be suspended (but the amounts due but not paid shall continue to accrue) until such remittances are possible. Licensor shall have the right, upon written notice to Licensee, to receive payment in any such country in the local currency.
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Related to CERTAIN FOREIGN PAYMENTS

  • Certain Payments Without the prior consent of the Dealer Manager, none of the Company, the Advisor or any of their respective affiliates will make any payment (cash or non-cash) to any associated Person or registered representative of the Dealer Manager.

  • Compliance with Certain Requirements of Regulations; Deficit Capital Accounts In the event the Company is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article X to the Unit Holders who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Unit Holder has a deficit balance in such Member’s Capital Account (after giving effect to all contributions, distributions and allocations for all Fiscal Years, including the Fiscal Year during which such liquidation occurs), such Unit Holder shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Unit Holders pursuant to this Article X may be: (i) distributed to a trust established for the benefit of the Unit Holders for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company, in which case the assets of any such trust shall be distributed to the Unit Holders from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Unit Holders pursuant to Section 10.2 of this Agreement; or (b) withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld amounts shall be distributed to the Unit Holders as soon as practicable.

  • Treatment of Payments Tax Gross Up 29 Section 12.01 Treatment of Tax Indemnity and Tax Benefit Payments 29 Section 12.02 Tax Gross Up 29 Section 12.03 Interest Under This Agreement 30 Section 13. Disagreements 30 Section 14. Late Payments 31 Section 15. Expenses 31 Section 16. General Provisions 31 Section 16.01 Addresses and Notices 31 Section 16.02 Counterparts; Entire Agreement; Corporate Power 32 Section 16.03 Waiver 32 Section 16.04 Severability 32 Section 16.05 Assignability 33 Section 16.06 Further Action 33 Section 16.07 Integration 33 Section 16.08 Headings 33 Section 16.09 Governing Law 33 Section 16.10 Amendment 33 Section 16.11 Xxxx Subsidiaries 34 Section 16.12 Successors 34 Section 16.13 Specific Performance 34 TAX MATTERS AGREEMENT This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of August [●], 2018, by and between NETGEAR, Inc., a Delaware corporation (“Parent”), and Xxxx Technologies, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Xxxx”) (collectively, the “Companies” and each a “Company”).

  • Tax Treatment of Swap Payments and Swap Termination Payments For federal income tax purposes, each holder of a Floating Rate Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest and the right to receive payments from either the Net WAC Rate Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate Carryover Amount or the obligation to make payments to the Swap Account. For federal income tax purposes, the Trust Administrator will account for payments to each Floating Rate Certificates as follows: each Floating Rate Certificate will be treated as receiving their entire payment from REMIC III (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in Swap Provider Fee), will be made by one or more of the REMIC Regular Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest receiving its full payment from any such Floating Rate Certificate. The REMIC regular interest corresponding to a Floating Rate Certificate will be entitled to receive interest and principal payments at the times and in the amounts equal to those made on the certificate to which it corresponds, except that (i) the maximum interest rate of that REMIC regular interest will equal the Net WAC Pass-Through Rate computed for this purpose by limiting the Swap Notional Amount of the Interest Rate Swap Agreement to the aggregate Stated Principal Balance of the Mortgage Loans and (ii) any Swap Termination Payment will be treated as being payable solely from Net Monthly Excess Cashflow. As a result of the foregoing, the amount of distributions and taxable income on the REMIC regular interest corresponding to a Floating Rate Certificate may exceed the actual amount of distributions on the Floating Rate Certificate.

  • Payments of Individual Obligations The Company’s credit and assets shall be used solely for the benefit of the Company, and no asset of the Company shall be Transferred or encumbered for, or in payment of, any individual obligation of any Member.

  • Certain Reductions in Payments (i) Notwithstanding anything in this to the contrary, if the Accounting Firm shall determine that receipt of all Payments would subject the Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to the Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder.

  • Certain Additional Payments In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

  • Distributions Upon Income Inclusion Under Section 409A of the Code Upon the inclusion of any portion of the benefits payable pursuant to this Agreement into the Executive’s income as a result of the failure of this non-qualified deferred compensation plan to comply with the requirements of Section 409A of the Code, to the extent such tax liability can be covered by the Executive’s vested accrued liability, a distribution shall be made as soon as is administratively practicable following the discovery of the plan failure.

  • Note Payments The Company agrees that, so long as any Purchaser shall hold any Note, it will make payments of principal of, interest on, and any Yield-Maintenance Amount payable with respect to, such Note, which comply with the terms of this Agreement, by wire transfer of immediately available funds for credit (not later than 12:00 noon, New York City local time, on the date due) to (i) the account or accounts of such Purchaser specified in the Purchaser Schedule attached hereto in the case of any Series A Note, (ii) the account or accounts of such Purchaser specified in the Confirmation of Acceptance with respect to such Note in the case of any Shelf Note or (iii) such other account or accounts in the United States as such Purchaser may from time to time designate in writing, notwithstanding any contrary provision herein or in any Note with respect to the place of payment. Each Purchaser agrees that, before disposing of any Note, it will make a notation thereon (or on a schedule attached thereto) of all principal payments previously made thereon and of the date to which interest thereon has been paid. The Company agrees to afford the benefits of this paragraph 11A to any Transferee which shall have made the same agreement as the Purchasers have made in this paragraph 11A.

  • Certain Payments Held in Trust In the event that any payment by, or distribution of the assets of, Level 3 LLC of any kind or character, whether in cash, property or securities, and whether directly or otherwise, shall be received by or on behalf of the Trustee or the Securityholders at a time when such payment is prohibited by or contrary to the agreements set forth in this Supplemental Indenture, such payment or distribution shall be held in trust for the benefit of, and shall be paid over to, the Administrative Agent or the Senior Creditors to the extent necessary to make payment in full in cash of all Senior Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to the Administrative Agent or the Senior Creditors in respect of such Senior Obligations.

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