Commencing on the. Closing Date and until the Termination Date, each Corporate Credit Party shall cause to be deposited directly all cash, checks, notes, drafts or other similar items relating to or constituting proceeds of or payments made in respect of any and all Collateral into the blocked account in such Credit Party's name (collectively, the "Blocked Accounts") set forth in paragraph 1 of Attachment I hereto.
Commencing on the. First Commercial Sale of any Product, Licensee shall and shall ensure that its Affiliates and their respective Strategic Partners and Sublicensees shall keep true and accurate records and books of account containing all data necessary for the confirmation of the calculation of royalties payable to Lonza, for a duration of [*] years from the date of origination of such records and books. Such records and books of account shall, upon reasonable notice having been given by Lonza (which in no event shall be less than [*] days’ prior notice) during the term of this Agreement and for [*] years thereafter, be open at all reasonable times during regular business hours for inspection by independent certified public accountants acting as auditors selected and paid for by Lonza and reasonably acceptable to Licensee. The independent auditor shall inspect and disclose to Lonza only information relating to the amounts which the accountant believes to be due and payable under this Agreement to Lonza, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. All information and materials obtained or examined by the independent auditor shall be deemed Licensee’s Confidential Information and may not be used or disclosed except as expressly provided in this Clause 6. Any such audit shall be conducted in a manner that does not interfere unreasonably with the operations of Licensee’s business. Lonza may perform an audit through the independent auditor once each twelve-month period. Each audit shall begin upon the date agreed to by the Parties and shall be completed as soon as reasonably practicable. Lonza shall pay the costs of the independent auditors conducting such audit, unless the results of the audit reveal an underpayment of [*] or more by Licensee, in which case, Licensee shall pay the actual and reasonable costs of the independent auditors. Results of any audit shall be made available to both Licensee and Lonza. If an audit concludes that an overpayment or underpayment has occurred during the audited period, such payment shall be remitted by the Party responsible for such payment to the other Party within [*] days after the date such auditor’s written report identifying the overpayment or underpayment is delivered to the Party responsible for such payment.
Commencing on the. Second Expansion Premises Commencement Date and continuing through the end of the Second Expansion Premises Term:
(a) Tenant shall pay Landlord, without any setoff or deduction, unless expressly set forth in the Lease, monthly Base Rent for the Second Expansion Premises in the amounts set forth in Schedule I attached hereto and incorporated herein; provided, however, that Tenant’s monthly Base Rent for any partial month shall be appropriately pro-rated.
(b) Tenant’s Pro Rata Share with respect to the Second Expansion Premises shall be 5.59%.
(c) The Base Year for Taxes with respect to the Second Expansion Premises shall be Fiscal Year 2007 (i.e., July 1, 2006 to June 30, 2007) and the Base Year for Expenses with respect to the Second Expansion Premises shall be Calendar Year 2007.
(d) Tenant shall pay Tenant’s Pro Rata Share of Taxes and Expenses with respect to the Second Expansion Premises in accordance with Exhibit B of the Original Lease and at the same time and manner as required for Tenant’s Pro Rata Share of Taxes and Expenses with respect to the Original Premises as set forth in the Original Lease.
(e) Electricity shall be distributed to the Second Expansion Premises either by the electric utility company selected by Landlord to provide electricity service for the Building or, at Landlord’s option, by Landlord; and Landlord shall permit Landlord’s wires and conduits, to the extent available, suitable and safely capable, to be used for such distribution. If and so long as Landlord is distributing electricity to the Expansion Premises, Tenant shall obtain all of its electricity from Landlord and shall pay all of Landlord’s charges as Additional Rent, which charges shall be based on meter readings from a submeter to the Second Expansion Premises. All electricity used during the performance of janitorial service, or the making of any alterations or repairs in or to the Expansion Premises, or the operation of any special air conditioning system serving the Second Expansion Premises, shall be paid by Tenant. Landlord reserves all rights with respect to electrical service to the Second Expansion Premises set forth in the Original Lease.
Commencing on the. Execution Date and for each of the first two years of the Term, Buyer shall be permitted to apply, in advance, an aggregate TNS Service Credit equal to /***/ of Buyer's Purchase Commitment level, each year, provided that Buyer shall apply no more than /***/ of the allotment for such year during the first quarter. For example, Buyer will be entitled to take total TNS Service Credits up to /***/ hereunder. Accordingly, Buyer may apply advance credits of up to /***/ (i.e., /***/ x /***/ x /***/) in each of the first two years of the Term, provided that no more than /***/ (i.e., /***/ x /***/) may be used in the first quarter of any given year of the Term.
Commencing on the. Rent Commencement Date and continuing throughout the Lease Term, Tenant hereby agrees to pay all Rent due and payable under this Lease. As used in this Lease, the term "Rent" shall mean the Base Rental, Tenant's Forecast Additional Rental, Tenant's Additional Rental, and any other amounts that Tenant assumes or agrees to pay under the provisions of this Lease that are owed to Landlord, including without limitation any and all other sums that may become due by reason of any default of Tenant or failure on Tenant's part to comply with the agreements, terms, covenants and conditions of this Lease to be performed by Tenant. Base Rental and Tenant's Forecast Additional Rental shall be due and payable in twelve (12) equal installments on the first day of each calendar month, commencing on the Rent Commencement Date and continuing thereafter throughout the Lease Term and any extensions or renewals thereof. Tenant hereby agrees to pay such Rent to Landlord at Landlord's address as provided herein (or such other address as Landlord designates from time to time) monthly in advance. Tenant shall pay all Rent and other sums of money which are due and payable by Tenant to Landlord at the times and in the manner provided in this Lease, without demand, set-off, counterclaim or abatement (except as specifically provided to the contrary herein).
Commencing on the. Closing Date and until the Termination Date, each Corporate Credit Party shall cause to be deposited directly all cash, checks, notes, drafts or other similar items relating to or constituting proceeds of or payments made in respect of any and all Collateral into lock boxes or lock box accounts in such Credit Party's or Lender's name (collectively, the "Lock Box -------- Accounts") set forth in paragraph 1 of Attachment I hereto. --------- ------------------- 3. On or before the Closing Date, each bank at which the Lock Box Accounts are held shall have entered into tri-party lock box agreements (the "Lock Box -------- Account Agreements") with Lender and the applicable Credit Party, in form and -------------------- substance substantially similar to Exhibit K to this Agreement or as otherwise acceptable to Lender. Each such Lock Box Account Agreement shall provide, among other things, that (a) such bank executing such agreement has no rights of setoff or recoupment or any other claim against such Lock Box Account, other than for payment of its service fees and other charges directly related to the administration of such account, and (b) such bank agrees to sweep on a daily basis all amounts in the Lock Box Account to the Collection Account.
Commencing on the. Execution Date, the Company shall, and shall cause its Affiliates and its and their officers and employees, to use its and their commercially 55 DB1/ 97944280.20
(d) All reasonable and documented costs and expenses of RSM US LLP and any other third parties incurred in connection with clauses (b) and (c) of this Section 7.15 shall be borne by Parent.
Commencing on the. Closing Date and until the Termination Date, each Corporate Credit Party shall cause to be deposited directly all cash, checks, notes, drafts or other similar items relating to or constituting proceeds of or payments made in respect of any and all Collateral into the lockbox of Lender at Bank of America, in the name of Lender, at P.O. Xxx 000000, Xxxxxxx, XX 00000-0000 xx at such other lockbox designated from time to time by Lender (collectively, the "Lock Box Accounts").
Commencing on the second (2nd) anniversary of the Effective Date (and each anniversary of the Effective Date thereafter), the Term shall automatically be extended for one (1) additional year such that it ends on the first (1st) anniversary of the Expiration Date in effect without such extension, unless at least thirty (30) days prior to such date, the Company or the Executive shall give written notice to the other party that it or he, as the case may be, does not wish to extend this Agreement.
Commencing on the first (1st) day of the second (2nd) Lease Year and on the first day of every Lease Year thereafter during the Lease Term, the Base Rent described in Section 1.6 above (as such Base Rent shall have been increased previously) shall be increased to the amount equal to one hundred two and one-half percent (102-1/2%) of the Base Rent in effect under this Lease immediately prior to the commencement of such Lease Year. The calculations of adjustments to Base Rent shall be made without regard to any abatement of rent provided in this Lease. The monthly installments of Base Rent
