True-Up Payments Clause Samples
A True-Up Payments clause establishes a mechanism for adjusting payments between parties to reflect actual amounts owed after initial estimates or provisional payments have been made. Typically, this clause applies in situations where final costs, revenues, or other financial figures are not known at the time of payment, such as in utility billing, construction projects, or profit-sharing arrangements. By requiring a reconciliation once actual figures are available, the clause ensures that neither party is overpaid or underpaid, thereby promoting fairness and accuracy in financial settlements.
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True-Up Payments. (a) If Amgen exercises any Royalty Reduction against any payment of the Purchased Royalty (i) with respect to any undisputed amounts that the Seller owes Amgen under the Collaboration Agreement or (ii) that it is permitted to take pursuant to the terms and conditions of the Collaboration Agreement other than for any Permitted Reduction, then the Seller shall promptly (and in any event within […***…] days following the payment of the Purchased Royalty affected by such Royalty Reduction) (x) if there are sufficient funds in the Escrow Account, direct the Escrow Agent to disburse funds to the Buyer from the Escrow Account to make a true-up payment (such direction, a “Reduction Payment Direction”), or (y) if there are insufficient funds in the Escrow Account, make a true-up payment to the Buyer, in each case ((x) and (y)), such that the Buyer receives the full amount of the Purchased Royalty payments that would have been payable to the Buyer had such Royalty Reduction not occurred (a “Royalty Reduction Payment”). Notwithstanding the foregoing, if Amgen notifies the Seller or the Seller otherwise becomes aware that Amgen will pay or withhold Taxes with respect to any payment to be made pursuant to this Agreement prior to making the payment, the parties will use their respective […***…] efforts to find an alternative solution such that any such Tax withholding would not be due.
(b) With respect to any calendar quarter commencing on or after […***…] until the Applicable Royalty Termination Date, if the Purchased Royalty amount actually received by the Buyer for such calendar quarter is less than the calculated Applicable Royalty amount (after taking into account any Permitted Reductions) for such calendar quarter because the Purchased Royalty (i) […***…] (ii) […***…] (iii) is reduced or ceases to be paid due to Amgen’s termination of the Collaboration Agreement pursuant to Section 14.2.3 therein, (iv) is reduced or ceases to be paid due to Amgen’s termination of the Collaboration Agreement pursuant to Section 14.2.4 therein, or (v) is reduced or ceases to be paid due to Amgen’s termination of the Imdelltra Product pursuant to Section 14.4 therein (in each case, ((i) – (v)), a “Delta Reduction”), the Seller shall promptly (and in any event within […***…] days following either (A) the payment of such Purchased Royalty or (B) if no Purchased Royalty is due hereunder, within […***…] days after the end of such calendar quarter) (1) if there are sufficient funds in the...
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. 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. 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. 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 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. 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.
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.