Credits and Reductions Sample Clauses

Credits and Reductions. The following shall apply to amounts payable to Bayer hereunder: (a) Dominated IP. [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of third party royalties and milestones of actual costs paid or payable by Aegerion and its Affiliates for licenses and acquisitions by Aegerion, its Affiliates or Sublicensees of patent or other intellectual property rights dominating or dominated by Bayer Patent Rights and therefore necessary to practice some or all of the Bayer Patent Rights in a particular country shall be creditable against payments owed Bayer under Sections 5.2 to 5.5. (b) Other IP. Third party royalties and milestones (other than as credited under Section 5.6(a)) for the actual costs paid or payable by Aegerion and its Affiliates for licenses and acquisitions by Aegerion, its Affiliates or Sublicensees of patent or other intellectual property rights reasonably necessary for the manufacture, use, sale, offer for sale or importation of any Licensed Product in a particular country shall be creditable against payments owed Bayer under Sections 5.2 to 5.5, provided that, in the case of royalties, only where the aggregate royalty burden for such Licensed Product in a particular country exceeds [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of the Blended Rate (as defined below) and in such a royalty case, Aegerion will be entitled to a credit in the amount of [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of such excess. For purposes of this Agreement, “Blended Rate” means (1) the total amount of royalties that would be payable in the applicable calendar quarter and prior three (3) calendar quarters with respect to the applicable Licensed Product under Section 5.5 (without any reduction under this Section 5.6), divided by (2) the total Net Sales on which royalties are paid for such Licensed Product for that same period, expressed as a percentage. Notwithstanding the foregoing provisions of this Section 5.6 or Sections 6.3(c) or 6.4, in no event shall Bayer receive less than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of the aggregate original payments due hereunder under Sections 5.2 to 5.5 for any given calendar quarter (with any unused credits to accumulate and be applied against future payments due to Bayer).
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Credits and Reductions. 6.1 If any Claim represents Tax for which credit is or may become due to the Company or a member of the Purchaser's Group or the Purchaser at a later date or in respect of which it is subsequently found that there arises a corresponding credit or right to repayment of Tax, the amount of the Claim shall nevertheless be payable in full by the Vendor on the due date ascertained in accordance with Clause 4 but if subsequently any reduction is made in the Claim or it is found that the Vendor's liability in respect of the Claim falls short of the amount claimed or such credit or repayment is received by the Company or any member of the Purchaser's Group, the Purchaser shall promptly repay to the Vendor an amount equal to such reduction, shortfall, credit or repayment up to the amount previously paid by the Vendor in respect of that Claim and without interest save to the extent that interest or repayment supplement is included (or allowed) in such credit, repayment, reduction or shortfall. For this purposes, no credit shall be taken to have been received unless it shall have relieved the Company or any member of the Purchaser's Group of a present obligation to pay Tax.
Sample 1
Credits and Reductions. […***…] percent ([…***…]%) of Third Party running royalties of actual costs paid or payable by Zafgen, its Affiliates or Sublicensees for licenses and acquisitions by Zafgen, its Affiliates or Sublicensees for patent or other intellectual property rights reasonably necessary for the manufacture, use, sale, offer for sale or importation of any Licensed Product in a particular country shall be creditable against payments owed CKD under Section 5.4. Notwithstanding the foregoing provisions of this Section, in no event shall CKD receive less than […***…] percent ([…***…]%) of the aggregate original payments due under Section 5.4 for any given calendar quarter (with any unused credits to accumulate and be applied against future payments due to CKD).
Sample 1
Credits and Reductions. 3.1 If: 3.1.1 any Relevant Taxation Claim is disputed by the Company or represents Taxation for which a credit is or may become due to the Company at a later date; then: 3.1.2 the amount of the Relevant Taxation Claim shall nevertheless be payable in full by the Vendor on the due date ascertained in accordance with paragraph 5; but: 3.1.3 if subsequently any reduction is made in that Relevant Taxation Claim or a credit or repayment in respect thereof is received by the Company; then: 3.1.4 the Purchaser shall promptly repay to the Vendor an amount equal to such reduction, shortfall, credit or repayment up to the amount previously paid by the Vendor in respect of that Relevant Taxation Claim, but without interest, save to the extent that interest is included (or allowed) in such credit, repayment, reduction or shortfall. 3.2 For the purpose of this paragraph 3, no credit shall be taken to have been received by the Company unless and until it shall have relieved the Company of a present obligation to pay Taxation.
Sample 1
Credits and Reductions. If any relevant taxation claim is disputed by any member of the Sale Group or by either party or represents taxation for which credit is or may become due to any member of the Sale Group or the Purchaser at a later date or in respect of which it is subsequently found that there arises a corresponding credit or right to repayment of taxation, the amount of the relevant taxation claim shall nevertheless be payable in full by the Vendor on the due date ascertained in accordance with sub-paragraph 2.2 but if subsequently any reduction is made in the claim or it is found that the liability in respect thereof falls short of the amount claimed or such credit or repayment is received by any member of the Sale Group or the Purchaser the Purchaser shall promptly repay to the Vendor an amount equal to such reduction, shortfall, credit or repayment up to the amount previously paid by the Vendor in respect of that relevant taxation claim and without interest, save to the extent that interest is included (or allowed) in such credit, repayment, reduction or shortfall. For this purpose, no credit shall be taken to have been received by the Sale Group unless it shall have relieved the Sale Group of a present obligation to pay taxation.
Sample 1

Related to Credits and Reductions

  • Optional Reductions The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Revolving Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m., five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Revolving Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Revolving Amount of Swing Line Loans would exceed the Swing Line Sublimit.

  • Termination and Reduction of Commitments (a) Unless previously terminated, (i) all Commitments shall terminate on August 15, 2022 if the Funding Date shall not have occurred prior to such time, (ii) any unfunded Term Loan Commitments shall terminate on the Funding Date after the funding of Term Loans on such date and (iii) all other Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments and, prior to the Funding Date, the Term Loan Commitments; provided that, (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $2,500,000 and not less than $2,500,000 (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (A) the amount of any Revolving Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or (B) the Total Revolving Credit Exposure would exceed the aggregate Revolving Commitments and (iii) each reduction of the Term Loan Commitments shall be in an amount that is an integral multiple of $2,500,000 and not less than $2,500,000. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that, a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the (i) Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments and (ii) Term Loan Commitments shall be made ratably among the Term Lender’s in accordance with their respective Term Loan Commitments.

  • In-Kind Benefits and Reimbursements Notwithstanding anything to the contrary in this Agreement, all (A) reimbursements and (B) in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (w) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

  • Reimbursements and In-Kind Benefits Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement); (B) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (C) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (D) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

  • Voluntary Reductions The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect.

  • Certain Reductions Notwithstanding anything herein to the contrary, the Company shall reduce Executive’s severance benefits under this Agreement, in whole or in part, by any other severance benefits, pay in lieu of notice, or other similar benefits payable to Executive by the Company in connection with Executive’s termination, including but not limited to payments or benefits pursuant to (a) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act, or (b) any other Company agreement, arrangement, policy or practice relating to Executive’s termination of employment with the Company. The benefits provided under this Agreement are intended to satisfy, to the greatest extent possible, any and all statutory obligations that may arise out of Executive’s termination of employment. Such reductions shall be applied on a retroactive basis, with severance benefits paid first in time being recharacterized as payments pursuant to the Company’s statutory obligation.

  • Optional Termination and Reduction of Aggregate Credit Amounts (i) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Maximum Credit Amounts; provided that (A) each reduction of the Aggregate Maximum Credit Amounts shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (B) the Borrower shall not terminate or reduce the Aggregate Maximum Credit Amounts if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 3.04(c), the total Revolving Credit Exposures would exceed the total Commitments. (ii) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Maximum Credit Amounts under Section 2.06(b)(i) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.06(b)(ii) shall be irrevocable. Any termination or reduction of the Aggregate Maximum Credit Amounts shall be permanent and may not be reinstated. Each reduction of the Aggregate Maximum Credit Amounts shall be made ratably among the Lenders in accordance with each Lender’s Applicable Percentage.

  • Termination and Reduction of Revolving Commitments (a) Unless previously terminated, the Revolving Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) each partial reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the sum of the Aggregate Total Exposure would exceed the total Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be applied to the Lenders in accordance with their respective Applicable Percentages. (d) If, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Commitments, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess.

  • Timing of Reimbursements and In-kind Benefits If Executive is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Executive’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. No right of Executive to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit.

  • Mandatory Reductions If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit or the Swing Line Sublimit exceed the Aggregate Revolving Commitments at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!