Delivery Point Once Manufacture of the Products has been completed, Contractor shall be responsible for delivering the Finished Goods FCA, (as defined in Incoterms (2000) published by the International Chamber of Commerce) and to a freight forwarder specified by Company in its Order, or otherwise approved by Company. “Delivery Point” as used in this Agreement shall mean the specific time and location that the Product is delivered to the shipper specified on the Order.
Transfer Price 4.1. With regard to the Equity Transfer Option, the total Transfer Price to be paid by the WFOE or any other entity or individual designated by the WFOE to each Company Shareholder at each Exercise of Option by the WFOE shall be the capital contribution mirrored by the corresponding Transferred Equity in the Company Registered Capital. But if the lowest price permitted by the then-effective PRC Law is higher than the above capital contribution, the Transfer Price shall be the lowest price permitted by the PRC Law.
Delivery Points The measurement of and tests for quality of Shipper's Gas redelivered at the Delivery Points shall be governed by and determined in accordance with the requirements of the receiving pipeline at each Delivery Point.
Quantity Seller shall exclusively make available to Buyer and Buyer agrees to purchase from Seller, during the term of this Agreement a quantity equal to 100% of the current and future production into the Points of Delivery. Except as otherwise provided in this Section, Seller shall deliver all gas it develops and produces into the Points of Delivery. Unless agreed to by Buyer Seller shall not sell any gas to any other party. It is currently estimated that Atlas Energy Group, Inc. and Atlas Resources, Inc. will collectively deliver approximately 27,000 Mcf per day and Resource Energy. Inc. will deliver approximately 7,000 Mcf per day at the Points of Delivery. Buyer and Seller agree to mutually cooperate and regularly meet to establish production schedules of gas into the Points of Delivery. Seller shall nominate, by the 25th calendar day of the preceding month, the daily volumes to be delivered during the following month to the Points of Delivery. Seller's daily deliveries shall be no greater than one hundred and ten percent (110%) or no less than ninety percent (90%) of Seller's daily nominated volume as long as Seller's deliveries at each Point of Delivery are at least 500 Mcf per day, with the exception of the Wheatland Dehydration Meter, for which the minimum volume is 300 Mcf per day. If Seller's daily volume delivery is less than ninety percent (90%) of Seller's daily nominated volume, then Seller's shall pay Buyer one hundred and two percent (102%) of the Buyer's replacement cost, less the price set forth on Schedule I, for the volume of gas which is the difference between Seller's daily volume delivery and ninety percent (90%) of Seller's daily nominated volume. If Seller's daily volume delivery is more than one hundred and ten percent (110%) of Seller's daily nominated volume, then, regardless of other pricing provisions contained in this Agreement, Buyer shall pay Seller ninety eight percent (98%) of the daily market price of each Point of Delivery, as set forth on Schedule I, for the volume of gas which is the difference between Seller's daily volume delivery and one hundred and ten percent (110%) of Seller's daily nominated volume. Notwithstanding the first paragraph of this Section 4, it is understood and agreed to by the parties that Seller shall continue to supply gas to its three (3) direct delivery customers, Wheatland Tube Company, CSC Industries and Xxxxxx Consolidated for the life of those agreements, including any extensions or renewals. Buyer and Seller agree that Buyer will provide all billing services for the above three (3) customers. Buyer agrees that it will not utilize Seller's local production, or any other source of supply, as source of sales to the above three (3) customers of Seller to the extent Buyer's offer would supplant or in any manner displace the existing amount of Seller's direct delivery agreements throughout the term of Seller's agreements with the above three (3) customers, including any extensions or renewals. Seller currently delivers 2,600 Mcf per day to the Wheatland Tube Company, 3,400 Mcf per day to CSC Industries and 325 Mcf per day to Xxxxxx Consolidated. Seller agrees that Buyer may sell any amount, in excess of Seller's current volumes (so long as Seller continues to have a contact with the above three (3) customers) to such customers. Buyer shall not be restricted in selling to any of the above three (3) customers if Seller no longer has a contract with such customer. Seller's commitment to deliver all of the gas it produces to Buyer is subject to the right of investors, including limited partnerships where Seller is acting as the General Partner, in xxxxx operated by Seller, to take their gas in kind. In the event a party wishes to take its gas in kind, Seller shall promptly notify Buyer. Seller further agrees to indemnify Buyer for full losses attributable to gas which has been taken in kind by investors in xxxxx operated by Seller, to the extent Buyer has incurred a loss on such gas because of a prior commitment by Buyer.
Notice of Other Sales Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for shares of Common Stock, warrants or any rights to purchase or acquire shares of Common Stock during the period beginning on the fifth Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the later of the termination of this Agreement and the sixtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) shares of Common Stock, options to purchase shares of Common Stock, other securities under the Company’s existing equity incentive plans, or shares of Common Stock issuable upon the exercise of options or vesting of other securities, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not shares of Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii) shares of Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes.
Delivery Amount Subject to Paragraphs 4 and 5, upon a demand made by the Secured Party on or promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or exceeds the Pledgor’s Minimum Transfer Amount, then the Pledgor will Transfer to the Secured Party Eligible Credit Support having a Value as of the date of Transfer at least equal to the applicable Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Delivery Amount” applicable to the Pledgor for any Valuation Date will equal the amount by which:
Royalty Stacking If COMPANY or an AFFILIATE or SUBLICENSEE is legally required to pay royalties to one or more third parties, in order to obtain a license or similar right necessary to practice the PATENT RIGHTS, and COMPANY, AFFILIATE or SUBLICENSEE actually pays said third party royalties, COMPANY may offset a total of **** of such third-party payments against any royalty payments that are due to THE PARTIES in the same REPORTING PERIOD; provided, however, that in no event shall the royalty payments under this section, when aggregated with any other offsets and credits allowed under the AGREEMENT, be reduced below **** of the running royalty for such a LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT in any REPORTING PERIOD; provided, further, that COMPANY also make best efforts to require such third parties to offset its royalties as a result of royalties payable to THE PARTIES for the Patent RIGHTS by at least the same amount as THE PARTIES has offset its royalties under this Section. For purposes of clarity, third parties may include THE PARTIES.
Delivery at Closing At the Closing, the Company will deliver to the Purchaser a stock certificate registered in the Purchaser’s name, representing the number of Shares to be purchased by Purchaser hereunder, against payment of the purchase price therefore as indicated above.
Production Royalty The amount of the Royalty shall be determined at the end of each month after the Effective Date. The Royalty shall be determined monthly on the basis such that payments will be determined as of and paid within thirty (30) days after the last day of each month during which Lessee produces any Geothermal Resources. The Royalty rates shall be determined as follows:
Transfer Pricing If, as the result of any Final Determination relating to intercompany transfer pricing with respect to any item or items reflected on any Income Tax Return of a member of any Company Group for a Pre-Deconsolidation Period, there is an increase in Income Taxes payable for such Tax Period by any member of such Company Group, then, upon the reasonable written request of, and at the expense of, the relevant Company, the other Companies, as relevant, shall (and shall cause their respective Affiliates to) amend any Tax Returns of any member of such other Company Group(s), as applicable, to the extent such amendment would result in a corresponding or correlative reduction in Taxes otherwise payable by a member of such other Company Group(s) and shall promptly pay over any Tax Benefit actually realized in cash as a result of such amendment (determined on a “with or without” basis); provided, however, that no Company (or any Affiliates of any Company) shall (a) have any obligation to amend any Tax Return pursuant to this Section 4.11 to the extent doing so would have an adverse effect on such Company or any of its Affiliates that is material or (b) be obligated to make a payment otherwise required pursuant to this Section 4.11 to the extent making such payment would place such Company (or any of its Affiliates) in a less favorable net after-Tax position than such Company (or such Affiliate) would have been in if the relevant Tax Benefit had not been realized. If a Company or one of its Affiliates pays over any amount pursuant to the preceding sentence and such Tax Benefit is subsequently disallowed or adjusted, the Parties shall promptly make appropriate payments (including in respect of any interest paid or imposed by any Tax Authority) to reflect such disallowance or adjustment.
