Revenue Payments. TxDOT’s rights to payment related to Toll Revenues for the Project are set forth in Part C of Exhibit 7. Xxxxxxxxx agrees to pay TxDOT such amounts as compensation to TxDOT in exchange for TxDOT’s grant to Developer of rights to impose and receive tolls pursuant to this Agreement and as rent for the use and operation of the Project pursuant to the Lease. For federal income tax purposes, the Revenue Payment Amount is allocated as set forth in Part C of Exhibit 7.
Revenue Payments. 13.1 Unless otherwise agreed between the Parties in writing, all payments due to the Trust shall be made in to the following account: Account Name: The Wellcome Trust Bank name: [**] Bank Address: [**] Sort Code: [**] Account No: [**] IBAN: [**] BIC: [**]
13.2 Except as expressly provided herein or otherwise agreed between the Parties in writing, all payments due to PTC under this Clause 13 shall be made in to the following account: Account Name: PTC Therapeutics, Inc. Account No.: [**] ABA No.: 000000000 Swift No.: XXXXXX00 Bank: Wachovia Bank NA Branch address: MAC N 2684-020, 000 Xxxxxxxx Xxxx Xxxx., Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, XXX.
13.3 Within [**] days of the end of each Quarter, the paying Party shall deliver a statement to other Party setting out all sales of Product made by the paying Party, any member of the paying Party’s Group or any Third Party in the relevant Quarter and the amount of revenue and any payment under Clauses 12 and 13 which is due to the receiving Party (“Quarterly Statement”). The receiving Party shall deliver to the paying Party an invoice for the amount due as set out in the Quarterly Statement in United States dollars. The revenue amount and any other amount invoiced shall be payable to the receiving Party within [**] days of receipt of the invoice.
13.4 With respect to amounts invoiced in United States dollars, all such amounts shall be expressed in United States dollars and shall be payable in United States dollars. With respect to amounts invoiced in a currency other than United States dollars, all such amounts shall be expressed, for information purposes only, in United States dollars as well as in the currency in which the amount was invoiced and shall be payable in the currency in which the amount is invoiced. The United States dollars equivalent shall be calculated using the paying Party’s then current standard exchange rate methodology applied in its external reporting or the conversion of foreign currency sales into United States dollars, in each case as applied consistently throughout the paying Party’s organisation.
13.5 If a Party does not receive payment of any sums due to it under this Clause 13 within the time specified, interest shall accrue on such sums at the rate equivalent to US LIBOR 3 months + [**], calculated on a daily basis.
13.6 All payments due under this Clause 13 are expressed to be exclusive of goods, sales, value added or any similar tax (“Value Added Tax”) howsoever arising, and the pay...
Revenue Payments. Notwithstanding the non-exclusive nature of the Publishing License, all revenue generated by any Co-Publisher (“Licensed Game Revenue”) shall be paid directly to the Licensee without deduction of any kind. Notwithstanding the foregoing, Developer agrees that it shall promptly pay to Licensee any Licensed Game Revenue that is paid to it rather than Licensee, without deductions of any kind. To the extent that any Co-Publisher identifies and negotiates agreements with Platforms or otherwise arranges for the Licensed Game to be sold (collectively, the “Platform Agreements”), the Co-Publisher shall promptly notify Licensee and use commercially reasonable efforts to provide that each Platform Agreement direct all Licensed Game Revenue to Licensee as the beneficiary of any payments earned thereunder. If the Platform refuses to direct revenues directly to Licensee, the Co-Publisher may receive Licensed Game Revenue directly and pay all such revenues to Licensee (“Co-Publisher Payments”) without deductions of any kind to a bank account provided by Licensee within thirty (30) days from the end of the calendar month in which such revenues are received. The Co-Publisher shall designate in such agreement that a copy of all statements shall be sent to an email address of the Licensee and all payments to be made to the Co-Publisher under such agreement shall be deposited in the bank account designated by the Licensee. The Developer agrees that Platform Agreements shall establish fair, just and equitable market rates, and arms-length prices in such dealings, which shall be created on a reasonable and empirically justifiable basis. Developer shall provide a statement detailing Licensed Game Revenues received pursuant to Platform Agreements according to a form provided to Developer by Licensee. Developer acknowledges and agrees that Developer’s failure to comply with the provisions of this Section 2.6 would be a material breach of this Agreement and an infringement of Licensee’s Intellectual Property Rights. Licensed Game Revenue shall not include revenues received by the Developer pursuant to its rewards crowdfunding campaigns for the Licensed Game conducted on Xxx.xx.
Revenue Payments. As compensation to TxDOT in exchange for TxDOT’s grant to Developer of rights to impose and receive tolls pursuant to this Agreement and as rent for the use and operation of the Project pursuant to the Lease, Developer agrees to pay to TxDOT (a) revenue payments as determined under this Section 4.2 (each a “Revenue Payment”) and (b) interest earned on such amounts prior to distribution at the same interest rate as the blended average rate earned on the Toll Revenue Account. Developer’s payment obligations under this Section 4.2 shall survive expiration or any earlier termination of the Term.
Revenue Payments. As compensation to TxDOT in exchange for TxDOT’s grant to Developer of rights to impose and receive tolls pursuant to this Agreement and as rent for the use and operation of the Project pursuant to the Lease, Developer agrees to pay to TxDOT (a) revenue payments as determined under this Section 4.2 (each a “Revenue Payment”) and (b) interest earned on such amounts prior to distribution at the same interest rate as the blended average rate earned on Developer’s accounts into which Toll Revenues and other amounts received from the Custodian are deposited. Developer’s payment obligations under this Section 4.2 shall survive expiration or any earlier termination of the Term.
Revenue Payments. In addition to the payment made by Buyer pursuant to Section 3.1(a) and Section 3.1(b), Buyer shall pay Seller the following nonrefundable cash payments:
(i) Commencing on the date of the First Commercial Sale of the Product and for so long as the Buyer shall commercialize the Product in the Territory and subject to the Minimum Revenue Payment requirements of the following sentence, Buyer shall pay to Seller a running revenue payment equal to [**] percent ([**]%) of Net Sales in the Territory, provided, however, that such revenue payment rate shall be reduced to [**] percent ([**]%)
(i) for Net Sales in the United States after the FDA grants marketing approval to a third party for intravenous terlipressin for any indication or terlipressin in any form for the treatment of any form of HRS, (ii) for Net Sales in Canada after Health Canada grants marketing approval to a third party for intravenous terlipressin for any indication or terlipressin in any form for the treatment of any form of HRS, (iii) for Net Sales in Mexico after the Ministry of Health of Mexico grants marketing approval to a third party for intravenous terlipressin for any indication or terlipressin in any form for the treatment of any form of HRS, and (iv) for Net Sales in Australia after Australian Drug Evaluation Committee grants marketing approval to a third party for intravenous terlipressin for any indication or terlipressin in any form for the treatment of any form of HRS. For the period commencing on January 1 of the first calendar year commencing after the First Commercial Sale in the United States of America and ending on the earlier of (i) December 31 of the tenth (10th) calendar year after the calendar year in which the First Commercial Sale in the United States of America occurs and (ii) the date, if any, on which the FDA grants to a third party marketing approval for intravenous terlipressin for any indication or terlipressin in any form for the treatment of any form of HRS, Buyer shall pay to Seller the greater of the revenue payment provided in the preceding sentence and the Minimum Revenue Payment. The payments under this subsection (i) of Section 3.1(c) are referred to as “Revenue Payments” and Revenue Payments and Milestone Payments are collectively referred to as “Milestone and Revenue Payments.”
(ii) If after a third party obtains marketing approval for an intravenous terlipressin product that competes with the Product in any country of the Territory, Buyer believes and c...
Revenue Payments. (i) As soon as practicable after each of the end of Earnout Year 1 and Earnout Year 2, but in no event later than forty five (45) days following the end of such Earnout Year, Purchaser shall deliver to Seller a written statement setting forth its calculation of the Earnout Amount for such Earnout Year, accompanied by reasonably detailed supporting documentation, which statement shall be certified by Purchaser’s Chief Financial Officer (each, a “Revenue Payment Certificate”). Purchaser shall cooperate with Seller in promptly providing any reasonably requested information allowing for Seller to audit or have an outside auditing firm audit the calculations set forth in the Revenue Payment Certificate.
(ii) Within thirty (30) days following the delivery to Seller of any Revenue Payment Certificate, Seller shall notify Purchaser of its acceptance of the Revenue Payment Certificate or of its dispute of any item contained therein, in each case by written notice delivered to Purchaser. If Seller fails to notify Purchaser of any acceptance of or dispute of any portion of a Revenue Payment Certificate within such thirty (30) day period, the amount shall be deemed to be disputed (the earlier of the date of written notice of the dispute or the expiration of the thirty (30) day period where Seller fails to notify Purchaser of any acceptance, the “Dispute Date”).
(iii) As soon as practicable after Seller’s written notice to Purchaser of its acceptance of the calculations set forth in the Revenue Payment Certificate, the respective payment shall be made by wire transfer of immediately available funds to the bank account designated in Seller’s written notice, and in no event later than ten (10) Business Days from the date of such notice is made.
(iv) If a Revenue Payment Certificate is deemed disputed, (A) Purchaser shall pay to Seller as soon as practicable, and in no event later than ten (10) Business Days from the Dispute Date, by wire transfer of immediately available funds to the bank account designated by Seller, that portion calculated under a Revenue Payment Certificate that is not disputed, and (B) Purchaser and Seller shall cooperate in good faith to resolve the disputed portions as promptly as possible. If Purchaser and Seller are unable to resolve such dispute within twenty (20) Business Days after the Dispute Date, Purchaser and Seller shall submit the matter to an arbitrator in accordance with the provisions of Section 11(p) hereof. The final payment to be p...
Revenue Payments. (a) Subject to paragraphs (b) – (f) of the condition 8, we will pay you 100% of your Net Revenues. Net Revenues will be paid and credited to your account and shall be made available on your request using the Spinnup wallet system that displays your current balance each time you log into the Service provided always that, at the time of withdrawal, the accumulated monies exceed €10 and provided further that you comply with the Wallet Rules as set out at xxx.xxxxxxx.xxx/xxx. “Net Revenues” means Spinnup's actual receipts from our Distribution Partner less any tax, fee or other charge related to the sale of your Recordings.
Revenue Payments. (i) During the Contingent Payment Period, Parent shall, on or before the 60th calendar day following the last Business Day of each calendar year within (in whole or in part) the Contingent Payment Period (each such date, a “Revenue Payment Date”), pay to the Company Securityholders a payment (a “Revenue Payment”) equal to 12.5% of Sales made within the Contingent Payment Period during the preceding calendar year, to be paid in Parent Shares or cash (or any combination of Parent Shares or cash), such allocation in Parent’s sole and absolute discretion, in accordance with Section 2.16(c); provided, that for all Sales of Products that do not use a Synergy System, the Revenue Payment shall be reduced to 10% of Sales made within the Contingent Payment Period during the preceding calendar year. Each of the Company and the Securityholder Representative (on behalf of the Company Securityholders) acknowledges and agrees that the achievement of the conditions for the Revenue Payments is dependent on Regulatory Approvals, market factors and other circumstances and that Parent and the Surviving Corporation may not achieve such conditions, and it is therefore not assured that Parent will be required to pay any Revenue Payments.
(ii) Notwithstanding anything to the contrary in this Agreement, Parent’s obligation to pay Revenue Payments shall terminate upon the aggregate payment of $75,000,000 in Revenue Payments (the “Revenue Cap”) to Company Securityholders; provided, that (A) in the event that Parent makes a Milestone Payment to the Company Securityholders in accordance with Section 2.16(a)(ii) in respect of an Interventional System that does not use a Synergy System, the Revenue Cap shall be increased by $15,000,000; provided, further, that (B) in the event that Parent makes a Milestone Payment to the Company Securityholders in accordance with Section 2.16(a)(iii) in respect of an Interventional System that does not use a Synergy System, the Revenue Cap shall be increased by $15,000,000 as long
Revenue Payments. 10 3. Representations and Warranties of Seller and Parent.................................................11 3.1
