True-Up Payments. Not later than ten (10) business days after receipt of any VMware Separate Tax Liability computation pursuant to Section 3.05 of this Agreement, VMware shall pay to Dell Technologies, or Dell Technologies shall pay to VMware, as appropriate, an amount equal to the difference, if any, between the (i) VMware Separate Tax Liability and (ii) the amount equal to (A) the aggregate amount paid by VMware to Dell Technologies with respect to such period under Section 7.01 of this Agreement minus (B) the aggregate amounts paid by Dell Technologies to VMware with respect to such period under Section 7.01 of this Agreement.
True-Up Payments. Not later than ten (10) business days after filing a Tax Return, Holdings shall pay to JDSU, or JDSU shall pay to Holdings, as appropriate, an amount equal to the difference, if any, between the Holdings Separate Tax Amount and the aggregate amount paid by Holdings with respect to such period under Section 7.1.
True-Up Payments. Not later than the tenth (10th) Business Day following the Closing Statement being deemed final pursuant to Section 1.6(b)(iii):
(i) If (x) the Closing Regulatory Capital is less than the Estimated Closing Regulatory Capital and/or (y) the Closing Net Working Capital is less than the Estimated Closing Net Working Capital, the Sellers shall pay to an account specified by Apollo an amount equal to the greater of the shortfall (if any) described in (x) or (y).
(ii) If (x) the Closing Regulatory Capital exceeds the Estimated Closing Regulatory Capital and/or (y) the Closing Net Working Capital exceeds the Estimated Closing Net Working Capital, Apollo shall use reasonable best efforts to cause the Acquired Companies to distribute an amount sufficient to pay to an account specified by the Sellers an amount equal to the lesser of the excess (if any) described in (x) or (y), provided that with respect to any distribution made by RCS and/or SC Distributors, FINRA does not object or otherwise place any restriction or other burdensome condition on such distribution.
True-Up Payments. Due to the availability of the Set-Off Right, the parties acknowledge and agree that no payments shall be due from one to the other hereunder with respect to any Term Year unless (i) at the end of such Term Year, only one of UMG or the Company has met its Yearly Minimum Commitment, and (ii) the entity meeting its Yearly Minimum Commitment (the "Complying Party") notifies the other, within forty-five days of the end of such Term Year that the Complying Party has met its Yearly Minimum Commitment, and that the other party (the "Noncomplying Party") has not, demands that the Noncomplying Party meet its Yearly Minimum Commitment for such Term Year, and specifies the amount of the Yearly Minimum Commitment outstanding at the end of the relevant Term Year (such notice, the "Yearly Compliance Notice"). If the Noncomplying Party has not, within 60 days of such Yearly Compliance Notice (the "Extension Period") purchased such amount of Marketing Support or Content, as applicable, within such Extension Period as would (when aggregated whether with the purchases made during the applicable Term Year) meet its Yearly Minimum Commitment, it shall, not later than the 60th day after such Yearly Compliance Notice pay such amount of the Yearly Minimum Commitment (the "True Up Payment") which remains unmet as of the end of such 60 day period, in cash, to the Complying Party. Purchases of Marketing Support or Content, as applicable, made in the Extension Period after a Yearly Compliance notice and included in calculating a True Up Payment may not be included for purposes of ascertaining whether the Noncomplying Party has met its Yearly Minimum Commitment in any other Term Year but (for purposes of clarity) shall be included in calculating whether a party has made its Term Minimum Commitment. Notwithstanding the foregoing, if the UMG Entities have not made Special Content available to the Company in the first or second Term Year in an amount sufficient for the Company Entities to actually expend amounts sufficient to meet the Company Yearly Minimum Commitment during the applicable Term Year (including the Extension Period), the amount of such shortfall (the "Yearly Shortfall Amount") shall not be required to be paid in cash by Company at the end of such Term Year, the Yearly Shortfall Amount shall be deemed paid by the Company for purposes of calculating whether the Company has met its Term Minimum Commitment, and UMG shall pay the Company in cash the amount
True-Up Payments. Within 30 Working Days following a Final Accounting, the City shall determine whether the actual payments made to Developer equal the audited approved costs and expenses. In the event that the amount of the approved costs and expenses exceeds the amount of the actual payments, the City shall make a true-up payment to Developer for the difference; however, in no event, shall the true-up payment cause the total amount paid to exceed the Maximum Reimbursement Amount. If the Final Accounting shows that the amount of actual payments to Developer exceeds the amount of the approved costs and expenses, Developer shall remit or cause the remittance of the difference to the City within twenty (20) Working Days of a notice of deficiency.
True-Up Payments. Not later than 10 business days after receipt of any Qualtrics Separate Tax Liability computation pursuant to Section 3.4(b) of this Agreement, the Qualtrics Group shall pay to the applicable member of the SAP Group, or the SAP Group shall pay to the applicable member of the Qualtrics Group, as appropriate, an amount equal to the difference, if any, between the Qualtrics Separate Tax Liability and the aggregate amount paid by Qualtrics with respect to such period under Section 8.1 of this Agreement.
True-Up Payments. In the event that the amounts actually spent by CLIENT (and its Affiliates and licensees) related to Products during a particular period (aggregate total spend and/or Singapore-related spend) are less than the applicable minimum spending commitment, then CLIENT shall pay the shortfall at the end of the applicable calendar year (a “True-Up Payment”).
True-Up Payments. Not later than ten (10) business days after filing a Tax Return, Geo Point Nevada shall pay to Geo Point Utah, or Geo Point Utah shall pay to Geo Point Nevada, as appropriate, an amount equal to the difference, if any, between the Geo Point Nevada Separate Tax Amount and the aggregate amount paid by Geo Point Nevada with respect to such period under Section 6.01.
True-Up Payments. Not later than 15 days following the provision of the Separate Tax Liability computation to ADESA as provided in Section 3.05, ADESA shall pay to ALLETE, or ALLETE shall pay to ADESA or apply as a credit against future Tax liability, as appropriate, an amount equal to the difference, if any, between the ADESA Separate Tax Liability and the aggregate amount paid by ADESA with respect to such period under Section 7.01 of this Agreement.
True-Up Payments. Not later than five (5) Business Days after completion of a Tax Return, Spectra Energy shall pay to Duke Energy, or Duke Energy shall pay to Spectra Energy, as appropriate, an amount equal to the difference, if any, between the Spectra Energy Separate Tax Liability and the aggregate amount paid by Spectra Energy with respect to such period under Section 7.01.
