Payments Under Sample Clauses

Payments Under. [***] License Agreement. As between the Parties, Apogee shall be solely responsible for the following payments due to [***] under the [***] License Agreement: (a) [***]; (b) [***]; and (c) [***]. Unless directed otherwise by Paragon, (i) Apogee shall make all such payments directly to [***] in accordance with the terms of the [***] License Agreement and shall [***] provide written confirmation of such payments to Paragon, (ii) Apogee shall deliver directly to [***] all notices, reports and other information required in connection with the foregoing payment provisions in accordance with the terms of the [***] License Agreement and shall [***] provide a copy of such notices and reports to Paragon, and (iii) Apogee shall comply with Sections 5.1 and 5.2 of the [***] License Agreement to the extent applicable to the payments for which Apogee is responsible. Paragon shall [***] provide to Apogee a copy of any invoice received from [***] under Section 4.10 of the [***] License Agreement that is relevant to the payments for which Apogee is responsible (or direct [***] to provide such invoices directly to Apogee). [***].
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Payments Under clause 16.1 and 16.2 shall be in immediately available funds by electronic transfer on the due date for payment. Receipt of the amount due shall be an effective discharge of the relevant payment obligation.
Payments Under the Credit Facilities for the Series 2001 Notes. (a) If, as of the second Business Day next preceding any Note Payment Date for the Series 2001A Notes is due, there are insufficient moneys available under the Indenture to pay all principal and interest coming due on the Series 2001A Notes on the next succeeding payment date, the Trustee shall immediately notify the Credit Facility Provider or its designee by telephone or telegraph, confirmed in writing by mail, of the amount of the deficiency. (b) If the deficiency is made up in whole or in part prior to or on the Interest Payment Date or Principal Payment Date, the Trustee shall so notify the Credit Facility Provider or its designee. (c) In addition, if the Trustee has notice that any of the Registered Owners have been required to disgorge payments of principal or interest on the Series 2001A Notes to the Corporation or to the trustee in bankruptcy for creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes a voidable preference to such Registered Owner within the meaning of any applicable bankruptcy laws, then the Trustee shall notify the Credit Facility Provider or its designee of such fact by telephone or telegraphic notice, confirmed in writing by mail. (d) The Trustee is hereby irrevocably designated, appointed, directed and authorized to act as attorney-in-fact for Registered Owners of the Series 2001A Notes as follows: (i) if and to the extent there is a deficiency in amounts required to pay interest on the Series 2001A Notes, the Trustee shall (A) execute and deliver to the Insurance Paying Agent, in form satisfactory to the Insurance Paying Agent, an instrument appointing the Credit Facility Provider as agent for such Registered Owner in any legal proceedings related to the payment of such interest and an assignment to the Credit Facility Provider of the claims for interest to which such deficiency rates and which are paid by the Credit Facility Provider, (B) receive as designee of the respective Registered Owner (and not as Trustee) in accordance with the tenor of the corresponding Credit Facility payment from the Insurance Paying Agent with respect to the claims for interest so assigned and (C) disburse the same to such respective Registered Owners. (ii) if and to the extent of a deficiency in amounts required to pay principal of the Series 2001A Notes, the Trustee shall (A) execute and deliver to the Insurance Paying Agent an instrume...
Payments Under this Agreement and the other Loan Documents. Each Obligor will make punctual payment of all monies and will faithfully and fully keep and perform all of the terms, conditions, covenants and agreements on its part to be paid, kept or performed hereunder, and will be bound in all respects as obligor under this Agreement and the other Loan Documents. All Obligations shall be direct and primary obligations of each Obligor and each Obligor shall be jointly and severally liable for all Obligations.
Payments Under this Agreement and the other Loan Documents. Each Obligor will make punctual payment of all monies and will faithfully and fully keep and perform all of the terms, conditions, covenants and agreements on its part to be paid, kept or performed hereunder, and will be bound in all respects as obligor under this Agreement and the other Loan Documents. All Obligations shall be direct and primary obligations of each Obligor and each Obligor shall be jointly and severally liable for all Obligations. Notwithstanding any term or provision of this Agreement, the Notes or the other Loan Documents to the contrary, the Obligations of each Obligor shall not exceed the maximum amount for which such Obligor can be liable without rendering the Obligations of such Obligor voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
Payments Under. [***] License Agreement. As between the Parties, Xxxx shall be solely responsible for the following payments due to [***] under the [***] License Agreement: (i) any annual Partnered Antibody Program Fees (as defined in the [***] License Agreement) (other than the initial Partnered Antibody Program Fees) that become due under Section 4.4 of the [***] License Agreement due to Paragon’s activities under this Agreement or activities conducted by or on behalf of Jade, its Affiliates and Sublicensees under this Agreement, in each case with respect to the Jade Products; provided, that (a) any such payments, together with the initial Partnered Antibody Program Fees relating to this Agreement paid by Jade, shall be creditable under Section 4.4 of the [***] License Agreement against amounts also payable by Xxxx under Section 2.8(c)(ii) with respect to this Agreement (b) shall only be payable until the First Commercial Sale (as defined in the [***] License Agreement) of a Jade Product that constitutes a “Product” under the [***] License Agreement; and (c) shall only be payable once (and, as applicable, on an annual basis thereafter) per Partnered Antibody Program (as defined in the [***] License Agreement), irrespective of the number of Selection Notices (as defined in the [***] License Agreement) provided by Paragon or deemed provided by Paragon; (ii) the Development Milestone (as defined in the [***] License Agreement) payments under Section 4.5 of the [***] License Agreement, subject to any credits under Section 4.4 of the [***] License Agreement, to the extent payable due to achievement of the applicable Development Milestone (as defined in the [***] License Agreement) by Jade, its Affiliates or Sublicensees with respect to a Jade Product under this Agreement that is also a Product as defined in the [***] License Agreement; and (iii) the Commercial Payments (as defined in the [***] License Agreement) under Section 4.6 of the [***] License Agreement to the extent payable with respect to a Jade Product under this Agreement that is also a Product as defined in the [***] License Agreement. Unless directed otherwise by Paragon, (x) Jade shall, on behalf of Paragon, make all such payments directly to [***] in accordance with the terms of the [***] License Agreement and shall [***] provide written confirmation of such payments to Paragon, (y) Jade shall deliver to Paragon (1) notice of the successful completion of each Development Milestone (as defined in the [***] Lice...

Related to Payments Under

  • Limitation on Payments In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments; (ii) cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G), (iii) cancellation of accelerated vesting of equity awards; (iv) reduction of employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 will be made in writing by the Company’s independent public accountants immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company. For purposes of making the calculations required by this Section 5, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 5.

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