True-Up Payment. The “RENT TRUE UP DATE” shall be the last day of the calendar month during which this FIRST AMMENDMENT TO LEASE is fully executed and delivered to both LANDLORD and TENANT. Within ten (10) business days following the RENT TRUE UP DATE, TENANT shall pay to LANDLORD the sum calculated as the difference between the following sums: (i) the new BASE RENT, as set forth in Section 1 hereof and (ii) the BASE RENT actually paid by TENANT to LANDLORD, each sum calculated for the time period between the LEASE EFFECTIVE DATE and the RENT TRUE UP DATE.
True-Up Payment. No later than thirty-five (35) days after the Company’s submission of its Viewer’s Report to the Drainage Authority, the Drainage Authority shall pay for any remaining amounts due and owing for the Per Acre Charge and the Out- Letting System Charge, based upon the actual final acreage evaluated and otherwise determined to be benefitted or damaged. These amounts shall be calculated by taking the Per Acre Charge and the Out-Letting System Charge and multiplying each by the actual acreage, and deducting from each respective charge, the amounts the Drainage Authority has already paid to the Company for each respective charge. To the extent the Drainage Authority has over-paid the Company based upon the actual acreage, the Drainage Authority shall be entitled to a credit for such overpayment.
True-Up Payment. (a) If Seller continues to own any Closing Consideration Shares on December 1, 2022, it may deliver written notice to Buyer on December 1, 2022 or within five Business Days thereafter (the “True-Up Request Period”) requesting a one-time payment from Buyer (the “True-Up Payment”) in an amount equal to (i) the number of Closing Consideration Shares held by Seller at the end of the day on December 1, 2022, multiplied by (ii)(A) the Reference Price, minus (B) the sum of (I) the Market Price of the Parent Shares as of December 1, 2022, plus (II) the aggregate amount of cash dividends declared in respect of each Parent Share with a record date between the Closing Date and December 1, 2022; provided, that notwithstanding the foregoing, the True-Up Payment amount shall be reduced by the product of (X) the amount (if any) by which the volume-weighted average sales price of all Closing Consideration Shares sold prior to December 1, 2022 exceeded the Reference Price, multiplied by (Y) the number of Closing Consideration Shares sold on or prior to December 1, 2022. If such notice is received during the True-Up Request Period, Buyer shall promptly, and in any event within ten Business Days, pay, or cause to be paid, the True-Up Payment to Seller in cash in accordance with the instructions set forth in the Funds Flow Memorandum (as may be updated by Seller in a written notice followed by oral confirmation); provided, that the True-Up Payment shall only be available to Seller if at no time between the date hereof and the payment of the True-Up Payment has Seller or any of its Subsidiaries maintained any short position in the Parent Shares or entered into any other derivative or other agreement, arrangement or understanding that xxxxxx or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of Parent Shares (the “No-Hedging Condition”). The True-Up Payment, if any, shall be treated as adjustments to the consideration paid pursuant to the Transactions for Tax purposes.
(b) The Notice delivered by Seller in clause (a) shall provide a reasonably detailed reporting of, and support for, all sales of Closing Consideration Shares prior to December 1, 2022, including the price of such sales, and a certification of any executive officer of Seller that the No-Hedging Condition has not been violated. Seller acknowledges and agrees that it shall not be entitled to receive the True-Up Payment if the condition in the proviso in the foreg...
True-Up Payment. On or before the later of (i) the date Distributing (or whichever member of the Distributing Group or the Tronox Group is responsible for filing such Return, if not Distributing) files its last Combined Tax Return for each taxable period that includes but, with respect to Distributing or any other member of the Distributing Group, does not end on the Deconsolidation Date or (ii) the date Distributing files its Federal Tax Return for the 2005 taxable year, Tronox shall pay to Distributing, or Distributing shall pay to Tronox, as appropriate, an amount equal to the difference, if any, between (A) the aggregate of the Tronox Federal Tax Liability and the Tronox Combined Tax Liabilities reflected on the Pro Forma Returns and (B) the amount of the Intercompany Estimated Tax Payable.
True-Up Payment. A True-Up Payment is the payment made if there is a difference between the Student’s Estimated Personal Income for a Fiscal Year and his or her actual Personal Income for that Fiscal Year.
True-Up Payment. The Parties agree that clinical data from any Joint Global Trial will not be subject to a Buy-In Right Payment obligation under Section 9.3(d), except that, notwithstanding Hutchmed’s rights pursuant to Section 2.1 or Hutchmed’s access rights pursuant to Sections 2.6(a), 2.7(a) or 5.3, if Hutchmed or other Hutchmed Entities participate in a Joint Global Trial but do not enroll and treat in the Territory twenty percent (20%) of the total number of patients enrolled or treated globally, then upon completion of such Joint Global Trial, Hutchmed will not have the right to access or use or right of reference to the clinical data or Epizyme Regulatory Documents arising out of such Joint Global Trial unless and until Hutchmed pays Epizyme an amount equal to the product of (i) twenty percent (20%) less the quotient of (A) the total number of patients enrolled and treated in such Joint Global Trial in the Territory divided by (B) the total number of patients enrolled and treated globally in such Joint Global Trial (including such patients enrolled and treated in the Territory), multiplied by (ii) Epizyme’s and Epizyme Entities’ internal costs and Out-of-Pocket Costs incurred in the performance of such Joint Global Trial on a worldwide basis, and (iii) [**] percent ([**]%) (the “True-Up Payment”). Upon receipt of the True-Up Payment from Hutchmed, all such Regulatory Documents from such Joint Global Trial shall automatically become Epizyme Regulatory Documents, all such clinical data from such Joint Global Trial shall automatically become Epizyme Product Data, and all other Know-How arising out of such Joint Global Trial shall automatically become Epizyme Know-How. For clarity, at all times, safety data from both within and outside the Territory shall be shared by the Parties under this Agreement and the Safety Data Exchange Agreement at no cost to the recipient Party in order to fulfill regulatory requirements. Epizyme shall invoice Hutchmed for any True-Up Payment and Hutchmed shall pay such amount within [**] after receipt of the invoice. By way of example and not limitation, if the following figures apply to a Joint Global Trial, then the True-Up Payment shall be $[**]. [**]
True-Up Payment. 4.1 A periodic contractual payment under the Agreement of USD4,920,486.11 for the period from 3rd May 2002 to 4th November 2002 (the "CONTRACTUAL PAYMENT") is due to be made by us to you on 4th November 2002.
4.2 We undertake, by 5pm London time on 4th November 2002 (the "PAYMENT TIME"), to pay an amount of USD 4,388,542.00 to you in payment of a pro-rata portion of the Contractual Payment for the period from 3rd May 2002 to 15th October 2002 (the "TRUE-UP PAYMENT"). The True-up Payment shall be made to account number 101-WA-140007-000 with UBS AG, Stamford in favour of UBS AG, London Branch.
4.3 Upon payment of the True-up Payment in accordance with paragraph 4.2 above, a grace period for payment shall apply to any other portion of the Contractual Payment which remains unpaid at the Payment Time (the "UNPAID PORTION"), such grace period to expire on the receipt by us of a written demand from you for payment of the Unpaid Portion ("DEMAND").
4.4 You will not make any Demand under paragraph 4.3 until the earlier of:
(a) the date on which HSBC Investment Bank plc (as agent under our E6 billion syndicated credit facility dated 25th March 1998) (the "AGENT") serves notice of acceleration pursuant to the terms of the letter dated 22 March 2002 from us and Marconi plc to the Agent;
(b) the date on which (i) a resolution is passed at a meeting of the members of Marconi Corporation plc for (or to petition for) our winding up, or (ii) we present any petition for our winding up or administration, or (iii) an order for our winding up or administration is made, or (iv) analogous procedures occur in relation to us in any other country (including without limitation any moratorium or suspension of payment proceedings and any voluntary or involuntary proceedings under the United States Bankruptcy Code);
(c) the date on which any scheme of arrangement in respect of us is not approved by the relevant class of creditors at the relevant meeting of creditors and/or such scheme is not sanctioned at the relevant court hearing; or
(d) 25th March 2003 or such other date as we may agree in writing.
True-Up Payment. If according to the Appraiser’s determination made in accordance with Section 10.02(e), the percentage share of Dissolution Value received by a Member (or by its Affiliate(s)) exceeds that Member’s Percentage Interest, such Member shall make a cash payment to the other Member equal to that excess percentage times the Dissolution Value. The Member receiving any such cash payment shall be solely responsible for any
True-Up Payment. If, at the time the Exchange Closing occurs, the Final Quarterly Financials (as defined on Annex A) for the most recent calendar quarter ending prior to the occurrence of the Exchange Closing are not complete, then the parties shall cause the Chief Financial Officer of EFC LLC to calculate the True-Up Amount as set forth on Annex A promptly following the completion of such Final Quarterly Financials. Promptly, and in any event no later than three (3) Business Days following such determination of the True-Up Amount, (i) if the True-Up Amount is a positive number, the Partnership shall deliver to the Rollover Investor cash in the amount of the True-Up Amount, by wire transfer in immediately available federal funds to the account designated by the Rollover Investor in writing prior to such payment, (ii) if the True-Up Amount is a negative number, the Rollover Investor shall deliver to the Partnership cash in the amount of the absolute value of the True-Up Amount, by wire transfer in immediately available federal funds to the account designated by the Partnership in writing prior to such payment and (iii) if the True-Up Amount is $0, no payment will be made. Any payment pursuant to this Section 2.4 is referred to as the “True-Up Payment”. Any True-Up Payment received by or paid by the Partnership pursuant to this Section 2.4, and any “True-up Amount” (as defined in the letter agreement dated as of the date hereof, among the Company, the Rollover Investor, Xxxxxxx Xxxxxxx and The Edelman Financial Center, Inc. (the “Letter Agreement”)) received by or paid by the Partnership pursuant to paragraph 3 of the Letter Agreement shall be specially allocated to the LEP Partners (as defined in the Partnership Agreement).
True-Up Payment. (a) Upon the (i) the dissolution of the Partnership, and (ii) each sale, assignment or other transfer, directly or indirectly, of all or any part of the Partnership Interests held by NDP and DIL to a Person or Persons other than Affiliates of NDP or DIL (each a “True-Up Date”), NDP and DIL shall jointly pay to the other Partners (each, a “True-Up Payment”) an amount equal to 50% of the amount, if any, by which the present value, as of the Amendment Date, calculated using a reasonable discount rate, of the economic benefits included in the “stream of benefits”, as such term is used and defined by the Federal Energy Regulatory Commission (“Commission”) in connection with determining the equity interest in a qualifying cogeneration facility held by a person primarily engaged in the generation or sale of electricity under Section 292.206 of the Commission’s regulations implementing the Public Utility Regulatory Policies Act of 1978, as amended, received by NDP and DIL from the Partnership from the Amendment Date through and including the respective True-Up Date, exceeds 50% of such present value of the total “stream of benefits” from the Partnership from the Amendment Date through and including such True-Up Date.
(b) True-up Payments shall be divided proportionately among the Partners receiving them in accordance with their relative Partnership Interests.
(c) The obligations, if any, to make True-Up Payments shall automatically terminate and shall be of no further force or effect without any further action being taken by the Partnership or the Partners, other than confirmation that the order referred to below is acceptable, in form and substance, to PAS and the Agent, upon the receipt by the Partnership of an order issued by the Commission or its staff by delegated authority in which the Commission finds or confirms that, based on the Partnership’s reasonable projections of distributions of cash and allocations of profits, losses and deductions to be made after the Amendment Date to the Partners, fees to be paid to the Partners after the Amendment Date and the fair market price of the services to be provided for such fees, at no time between the Amendment Date and the expiration of the Partnership’s contract with Florida Power Corporation for the sale of electricity generated by the Project will NDP and DIL have received, collectively and cumulatively, more than 50% of the Project’s “stream of benefits”.
7. Section 7.01(a) of the Partnership Agreement is hereb...
