Other Offsets Sample Clauses

Other Offsets. In the event that, notwithstanding [****] Astellas offsets a portion of the Regadenoson Royalty under any provision of the Astellas Agreement [****] or Astellas offsets [****] CVT or any of its Affiliates and Astellas or any of its Affiliates, [****] (any such offset, an “Other Offset”), the following provisions shall apply: (i) in connection with the delivery of any Royalty Report or CVT Officer’s Certificate under Section 3.2 or Section 3.4, as applicable, that includes an Other Offset, the Parties’ Primary Contacts will discuss the nature of the CVT obligation to Astellas giving rise to such Other Offset and the amount of such Other Offset and attempt to agree in writing on (A) whether an actual CVT obligation to Astellas exists that gives rise to such Other Offset and the portion of such Other Offset that correctly represents an actual obligation of CVT to Astellas and the amount of such Other Offset (any such agreed upon amount being referred to herein as the “Agreed-On Other Offset Amount”) and (B) the portion of such Other Offset, if any, that is in excess of the correct amount of such Other Offset (any such agreed upon amount being referred to herein as the “Agreed-On Excess Other Offset Amount”); (ii) to the extent the Parties’ Primary Contacts are unable to agree on whether an actual CVT obligation to Astellas exists giving rise to such Other Offset, or the correct amount for an Other Offset or as to the amount by which any amount taken as an offset exceeds the correct Other Offset (any such disputed amounts being referred to as the “Disputed Other Offset Amounts”), within [****] following delivery of the applicable Royalty Report or CVT Officer’s Certificate under Section 3.2 or Section 3.4, as applicable, each Party shall designate an executive officer to discuss the matter with an executive officer of the other Party and attempt to reach agreement in writing on the Agreed-On Other Offset Amount and the Agreed-On Excess Other Offset Amount within [****] following the end of the prior [****] period (and, if they agree upon the same during such period, such amounts shall no longer be Disputed Other Offset Amounts but shall become Agreed-On Other Offset Amounts and Agreed-On Excess Other Offset Amounts); (iii) in the event of any Other Offset, the payments which TPG-Axon is entitled to in payment of the TPG-Axon Royalty Interest shall be reduced based on the applicable Other Offset to the extent of the amount calculated by [****] by [****] and CVT...
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Other Offsets. The sum of the annual amounts of the following benefits payable to the Participant under: (1) the RPSE, (2) any plan or program of Navistar Canada, Inc. (named International Truck and Engine Corporation Canada immediately prior to February 20, 2008), and each successor thereto, providing defined benefit retirement benefits, (3) the following former deferred profit sharing plans: Employees’ Retirement Savings and Profit Sharing Plan of the Xxxxx X. Xxxxx Co.; Solar Aircraft Company Employees’ Profit Sharing Retirement Plan; or former Navistar International Transportation Corp. Profit Sharing Plan for Eligible Employees, with such amounts determined on the basis of actuarial equivalent of distributions related to account balances thereunder; (4) any other pension plan or program of the Company, of an affiliated company, or of its foreign or domestic subsidiaries providing defined benefit retirement benefits, but excluding the Navistar, Inc. Supplemental Executive Retirement Plan (named the International Truck and Engine Corporation Supplemental Executive Retirement Plan immediately prior to February 27, 2008), (5) any foreign social security program, excluding amounts defined in Section 1.20. (In cases where the Employee is eligible for U.S. Social Security Benefits and has not been compensated for his/her contributions to the foreign social security programs, only the estimated Company-purchased portion of foreign social security benefits shall be used. In cases where the Employee is not eligible for U.S. Social Security Benefits, the entire amount of foreign social security shall be used.), and (6) any severance or termination benefits required by a foreign government. The determination of the retirement benefits that the Participant is eligible to receive from the retirement plan of the foreign subsidiary or affiliated company and foreign social security benefits shall be made at time of the Employee’s Actual Retirement Date or the first date the Participant is eligible to receive such benefits, if later, and shall not be subject to change thereafter for purposes of determining the Allowance under the Plan.
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Other Offsets. The Facility may also procure offsets by purchasing Class 1 Massachusetts Renewable Energy Certificates, investing in Massachusetts RPS-eligible, local renewable generation projects or energy efficiency and demand response projects that supply capacity to the NEMA/Boston area, or other methods that are approved by CLF as real, permanent, verifiable, surplus offsets of GHG emissions in Massachusetts or in connection with electricity supplied to Massachusetts customers. Any offsets created in accordance with this provision shall be calculated as follows:
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Related to Other Offsets

  • Trial Without Jury If the parties fail to resolve the dispute through mediation, or if neither party elects to initiate mediation, each party shall have the right to pursue any other remedies legally available to resolve the dispute, provided, however, that the parties expressly waive any right to a jury trial in any legal proceeding under this Section.

  • Action Without a Meeting On any matter that is to be voted on, consented to or approved by Members, the Members may take such action without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be approved by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted.

  • Due Dates Other Than the First of the Month Mortgage Loans having Due Dates other than the first day of a month shall be accounted for as described in this Section 4.04. Any payment due on a day other than the first day of each month shall be considered due on the first day of the month following the month in which that payment is due as if such payment were due on the first day of said month. For example, a payment due on August 15 shall be considered to be due on September 1 of said month. Any payment collected on a Mortgage Loan after the Cut-off Date shall be deposited in the Custodial Account. For Mortgage Loans with Due Dates on the first day of a month, deposits to the Custodial Account begin with the payment due on the first of the month following the Cut-off Date.

  • Adjustments Resulting in Underpayments In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Zoetis Group in accordance with Section 2 and Zoetis shall pay to Pfizer any amount due Pfizer (or Pfizer shall pay Zoetis any amount due Zoetis) under Section 2 within 20 Business Days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 4.01(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 4.01(c).

  • Publicly Known Without Breach Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;

  • OTHER LEAVE WITH OR WITHOUT PAY 17.01 In respect to applications for leave made pursuant to this Article, the employee may be required to provide satisfactory validation of the circumstances necessitating such requests.

  • Overpayments and Underpayments As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made ("Overpayment") or that additional Agreement Payments which will have not been made by HUBCO could have been made ("Underpayment"), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against HUBCO or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to HUBCO together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to HUBCO in and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

  • ACCRUED AND UNPAID AMOUNTS After giving effect to the withdrawals and transfers to be made in accordance with this notice, the following amounts will be accrued and unpaid with respect to all Monthly Periods preceding the current calendar month. 1. Subsection 4.06(a): The aggregate amount of all unreimbursed Class A Investor Charge-Offs $ 2. Subsection 4.06(a), (b) and 4.08(a): The aggregate amount by which the Class B Invested Amount has been reduced pursuant to clauses (c), (d) and (e) of the definition thereof $ 3. Subsection 4.06(a), (b), (c) and 4.08(a), (b) and (c): The aggregate amount by which the Collateral Invested Amount has been reduced pursuant to clauses (c), (d) and (e) of the definition thereof $

  • No Inconsistent Requirements Debtor acknowledges that this Agreement and the other Loan Documents may contain covenants and other terms and provisions variously stated regarding the same or similar matters, and Debtor agrees that all such covenants, terms and provisions are cumulative and all shall be performed and satisfied in accordance with their respective terms.

  • Special Leave Without Pay Section 1. Employees may participate in a Special Leave Without Pay Program as established by the Hennepin County Board of Commissioners. The Special Leave Without Pay Program period is from date of County Board Approval through December 31, 2021. Section 2. Upon the request of either party, the EMPLOYER and the UNION shall meet and confer on the extension of this Special Leave Without Pay Program each year through 2021. Section 3. The EMPLOYER's policy on use of Special Leave Without Pay (SLWOP) provides that employees may use SLWOP in cases where they would otherwise not take the leave. The EMPLOYER will therefore interpret its policy on SLWOP to allow SLWOP for Union Leave and Parenting Leave in cases where the employee would not otherwise take the leave.

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