Common use of Payments to Seller Clause in Contracts

Payments to Seller. (i) By the twentieth (20th) Business Day of each calendar month following the month during which the invoice was submitted (i.e., by the twentieth (20th) Business Day of the second calendar month following the calendar month covered by the invoice in question), (but, except as otherwise provided in subparagraph (ii) of this Section 2.17(a) (Payments to Seller), no later than the last Business Day of that month if there are less than twenty (20) Business Days in that month), Company shall make payment to Seller of the amount payable for the Seller's Total LSP Share shown on such invoice, or provide to Seller an itemized statement of its objections to all or any portion of such invoice and pay Seller its share of any undisputed amount. Any such payment to the Seller shall be subject to adjustment as provided in Section 5 (Adjusting Payment to Seller) of Attachment J (Company Payments for Energy, Dispatchability and Availability of XXXX) to this Agreement, and shall also be subject to Company's right to set-off liquidated damages as provided in Section 2.12 (Payment of Liquidated Damages for Failure to Achieve Performance Metrics; Limitation on Liquidated Damages) of this Agreement. (ii) Notwithstanding the foregoing, the Day by which the Company shall make payment to Seller hereunder shall be increased by one (1) Day for each Day that Seller is delinquent in providing to the Company either: (i) the Monthly Report for the calendar month in question pursuant to Section 1 (Monthly Report) of Attachment T (Monthly Reporting and Dispute Resolution by Independent AF Evaluator) to this Agreement; or (ii) the information required under Section 2.15 (Seller's Preparation of the Monthly Invoice) of this Agreement.

Payments to Seller. a. Upon the execution hereof, Buyer shall pay or cause to be paid to Seller the sum of One Hundred Thousand (i$100,000) By Dollars. b. PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] realized by Buyer from the twentieth sale or licensing of each Patent. c. For purposes of this Agreement, "Net Income" shall be defined as gross income received from the licensing or sale of any Patent, less the costs and expenses incurred by Buyer in licensing, selling, developing, enforcing, and protecting said Patent. Buyer may not include its general overhead in the calculation of "Net Income." d. For the avoidance of doubt, there shall be no minimum amounts due to Seller, nor is Buyer obligated to invest in, develop, or make any use of the Patents. [THIS MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] e. Buyer shall make payment of Net Income to Seller on a quarterly basis as follows: No later than forty five (20th45) Business Day days after the end of each calendar month following quarter in which any payment is due to Seller, Buyer shall submit to Seller a written report which shall include a written statement of Buyer's Net Income during such quarterly period for each Patent, and showing a calculation of the month during which the invoice was submitted (i.e., payment due based thereon. Each Quarterly Report shall be accompanied by the twentieth (20th) Business Day of the second calendar month following the calendar month covered by the invoice in question), (but, except as otherwise provided in subparagraph (ii) of this Section 2.17(a) (Payments to Seller), no later than the last Business Day of that month if there are less than twenty (20) Business Days in that month), Company shall make payment remittance to Seller of the amount payable for payment shown to be due on the report. f. Seller shall have the right to audit the books and records of Buyer relating to Seller's Total LSP Share shown on Net Income upon reasonable advance notice to Buyer at the place such invoice, or provide books and records are normally maintained during normal business hours not more than one time per year. Seller shall keep all information to Seller an itemized statement of its objections to all or which it has access in any portion of such invoice and pay Seller its share of any undisputed amount. Any such payment audit strictly confidential. g. Subject to the notice requirements set forth in paragraph 3 below, Seller shall be subject to adjustment as provided in Section 5 (Adjusting Payment to Seller) of Attachment J (Company Payments for Energymay sell, Dispatchability and Availability of XXXX) to this Agreement, and shall also be subject to Company's transfer or assign its right to set-off liquidated damages receive payments as provided set forth in Section 2.12 (Payment of Liquidated Damages for Failure this paragraph 2 to Achieve Performance Metrics; Limitation on Liquidated Damages) of this Agreementany third party. (ii) Notwithstanding the foregoing, the Day by which the Company shall make payment to Seller hereunder shall be increased by one (1) Day for each Day that Seller is delinquent in providing to the Company either: (i) the Monthly Report for the calendar month in question pursuant to Section 1 (Monthly Report) of Attachment T (Monthly Reporting and Dispute Resolution by Independent AF Evaluator) to this Agreement; or (ii) the information required under Section 2.15 (Seller's Preparation of the Monthly Invoice) of this Agreement.

Payments to Seller. (i) By the twentieth (20th) Business Day of each calendar month following the month during which the invoice was submitted (i.e., by the twentieth (20th) Business Day of the second calendar month following the calendar month covered by the invoice in question), (but, except as otherwise provided in subparagraph (ii) of this Section 2.17(a) (Payments to Seller), no later than the last Business Day of that month if there are less than twenty (20) Business Days in that month), Company shall make payment to Seller of the amount payable for the Seller's Total LSP Share shown on such invoice, or provide to Seller an itemized statement of its objections to all or any portion of such invoice and pay Seller its share of any undisputed amount. Any such payment to the Seller shall be subject to adjustment as provided in Section 5 (Adjusting Payment to Seller) of Attachment J (Company Payments for Energy, Dispatchability and Availability of XXXX) to this Agreement, and shall also be subject to Company's right to set-off liquidated damages as provided in Section 2.12 (Payment of Liquidated Damages for Failure to Achieve Performance Metrics; Limitation on Liquidated Damages) of this Agreement. (ii) . Notwithstanding the foregoing, the Day by which the Company shall make payment to Seller hereunder shall be increased by one (1) Day for each Day that Seller is delinquent in providing to the Company either: (i) the Monthly Report for the calendar month in question pursuant to Section 1 (Monthly Report) of Attachment T (Monthly Reporting and Dispute Resolution by Independent AF Evaluator) to this Agreement; or (ii) the information required under Section 2.15 (Seller's Preparation of the Monthly Invoice) of this Agreement.

Payments to Seller. (i) By the twentieth (20th) Business Day of each calendar month following the month during which the invoice was submitted (i.e., by the twentieth (20th) Business Day of the second calendar month following the calendar month covered by the invoice in question), (but, except as otherwise provided in the following sentence,subparagraph (ii) of this Section 2.17(a) (Payments to Seller), no later than the last Business Day of that month if there are less than twenty (20) Business Days in that month), Company shall shall, subject to Company's right to set- off liquidated damages as provided in Section 2.12 (Payment of Liquidated Damages for Failure to Achieve Performance Metrics; Limitation on Liquidated Damages) of this Agreement, make payment make payment to Seller of the amount payable for the Seller's Total LSP Share shown on such invoice, or provide to Seller an itemized statement of its objections to all or any portion of such invoice and pay any undisputed amount. Seller its share of any undisputed amount. Any such payment to the Seller shall be subject to adjustment as provided in Section 5 (Adjusting Payment to Seller) of Attachment J (Company Payments for Energy, Dispatchability and Availability of XXXX) to this Agreement, and shall also be subject to Company's right to set-off liquidated damages as provided in Section 2.12 (Payment of Liquidated Damages for Failure to Achieve Performance Metrics; Limitation on Liquidated Damages) of this Agreement. (i) (ii) Notwithstanding the foregoing, the Day by which the Company shall make payment to Seller hereunder shall be increased by one (1) Day for each Day that Seller is delinquent in providing to the Company either: (i) the Monthly Report for the calendar month in question pursuant to Section 1 (Monthly Report) of Attachment T (Monthly Reporting and Dispute Resolution by Independent AF Evaluator) to this Agreement; or (ii) the information required under Section 2.16 (Seller's Preparation of the Monthly Invoice) of this Agreement. [Drafting Note: If PPA has energy payment, replace language starting from subclause “(ii)” with the following: “(ii) the information required under Section 2.16 (Seller's Preparation of the Monthly Invoice) of this Agreement. However, if Company is not timely in providing data required in Section 2.15 (Company's Obligation to Provide Certain Data) and this directly causes Seller to be unable to deliver its invoice in accordance with the time frame set forth in Section 2.16 (Seller's Preparation of the Monthly Invoice), then Company shall still meet the payment date of the twentieth (20th) Business Day of the month following the month during which the invoice was submitted. If Seller is unable to provide a complete invoice for the reasons set forth in the preceding sentence, an estimated payment, subject to reconciliation with the complete invoice, may be made by Company as an interim provision until a complete invoice can be prepared by Seller and received by Company."]15 (Seller's Preparation of the Monthly Invoice) of this Agreement.