Prepaid Royalty Amount definition

Prepaid Royalty Amount means, as of the date of determination, the amount of prepaid royalty payments for the Sony License Agreement, reduced for any amortization between the date of payment and the Merger Effective Time that have been made after the date hereof and prior to the Merger Effective Time pursuant to the Sony License Agreement. “Privileged Information” means Information that is subject to attorney-client, work product protection or any other applicable privilege or immunity. “Pursue” means the discharge, prosecution, appeal, negotiation, resolution, settlement, compromise or other pursuit or defense of any claims with respect to the Remainco Retained Liabilities or the Spinco Liabilities, as applicable, in whole or in part, including by litigation, arbitration, alternative dispute resolution, negotiation, settlement or compromise. “Real Estate Matters Agreement” means the Real Estate Matters Agreement between Remainco, Spinco and Merger Partner, dated as of the date hereof, and attached hereto as Exhibit G. “Refund” shall have the meaning set forth in the Tax Matters Agreement. “Release” shall have the meaning set forth in the Merger Agreement. “Remainco” shall have the meaning set forth in the Preamble. “Remainco Accounts” shall have the meaning set forth in Section 1.5(a). “Remainco Credit Support Account” shall have the meaning set forth in Section 1.10(f). “Remainco Pre-Closing Commitment Fees” means the amount of the Pre-Closing Commitment Fees paid by any member of the Remainco Group. “Remainco Asset Transferee” means any Entity that is or shall be a member of the Remainco Group to which Remainco Retained Assets shall be or have been transferred, directly or indirectly, at or prior to the Distribution Effective Time by an Asset Transferor (or which assets are already held by such Entity) in order to consummate the Contemplated Transactions. “Remainco Backstop Credit Support Instrument” shall have the meaning set forth in Section 1.10(f). “Remainco Board” shall have the meaning set forth in the Recitals. “Remainco Books and Records” means (a) minute books, equity interest records, consents and other similar records of the Remainco Group; (b) books and records relating to the Remainco Retained Assets or the Remainco Retained Liabilities (including any books and records
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Prepaid Royalty Amount. An amount equal to any royalties received by a Co-Issuer from a licensee pursuant to a License in advance of their contractual due date (including without limitation, prepaid royalties, early termination payments and liquidated damages payments) or which would otherwise relate to the use of a trademark for a period in excess of twelve months.
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Prepaid Royalty Amount means, as of the Equity Sale Closing Time, the amount of prepaid royalty payments pursuant to the Sony License Agreement that have been made after the date hereof and prior to the Closing Date reduced for any amortization between January 1, 2025 and the Closing (pro rata based on the number of days between the January 1, 2025 and the Closing and calculated based on amortization of $33,500,000 per annum). “Prepaid Royalty Adjustment” means, the product of (a) the Prepaid Royalty Amount and (b) ninety-five percent (95%). “Prior Commitment Letter” means the executed commitment letter, including (a) all exhibits, schedules, annexes, joinders and amendments to such agreements; (b) any associated fee letters, (c) any associated engagement letters and (d) any associated side letters, in each case, by and among Merger Partner (or any other member of the Merger Partner Group, if applicable) or Spinco (or any other member of the Spinco Group, if applicable) and the financing sources party thereto, pursuant to which, among other things, such financing sources had committed to provide Xxxxxx Partner (or any other member of the Merger Partner Group, if applicable) or Spinco (or any other member of the Spinco Group, if applicable) with financing in the amount set forth therein (the “Prior Financing”) for purposes of financing the previously contemplated transactions among the Merger Partner Group, the Spinco Group and the Remainco Group which have been terminated concurrently with the execution and delivery of this Agreement. “Purchase Price” means the amount equal to the sum of (a) Four Billion Fifty Million Dollars ($4,050,000,000) and (b) the Spinco Adjustment Amount. “Pursue” means the discharge, prosecution, appeal, negotiation, resolution, settlement, compromise or other pursuit or defense of any claims with respect to the Remainco Retained Liabilities or the Spinco Liabilities, as applicable, in whole or in part, including by litigation, arbitration, alternative dispute resolution, negotiation, settlement or compromise. “R&W Insurance Policy” shall have the meaning set forth in the Merger Agreement. “Real Estate Matters Agreement” means the Real Estate Matters Agreement, dated as of the date hereof, by and among Remainco, Spinco, Merger Partner and Buyer, and attached hereto as Exhibit H. “Refund” shall have the meaning set forth in the Tax Matters Agreement. “Release” shall have the meaning set forth in the Merger Agreement. “Remainco” shall have the meaning set...
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More Definitions of Prepaid Royalty Amount

Prepaid Royalty Amount means, as of the Equity Sale Closing Time, the amount of prepaid royalty payments pursuant to the Sony License Agreement that have been made after the date hereof and prior to the Closing Date reduced for any amortization between January 1, 2025 and the Closing (pro rata based on the number of days between the January 1, 2025 and the Closing and calculated based on amortization of $33,500,000 per annum).
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Related to Prepaid Royalty Amount

  • Minimum Royalty has the meaning set forth in Section 4.4(c).

  • Royalty Payments has the meaning set forth in Section 7.3.1.

  • Prepaid Rent means any payment of money to the landlord for a rent obligation not yet

  • Royalty Rate means the percentage defined in Exhibit B.

  • Royalty Payment has the meaning set forth in Section 6.1.

  • Net Revenue Interest means, with respect to any Property, the interest in and to all Hydrocarbons produced, saved, and sold from or allocated to such Property after giving effect to all royalties, overriding royalties, production payments, carried interests, net profits interests, reversionary interests, and other burdens upon, measured by, or payable out or production therefrom.

  • Gross Sales Proceeds with respect to each sale of Shares shall be the Gross Sales Price multiplied by the number of Shares sold;

  • Gross Sales Price with respect to each sale of Shares sold pursuant to this Agreement shall be the gross sales price per share of such Shares.

  • Net Sales Revenue shall have the meaning as set out in Schedule "A"

  • Net Sales Proceeds means, in the case of a transaction described in clause (i)(A) of the definition of Sale, the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including all real estate commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (i)(B) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (i)(C) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction actually distributed to the Company or the Operating Partnership from the Joint Venture less the amount of any selling expenses, including legal fees and expenses incurred by or on behalf of the Company (other than those paid by the Joint Venture). In the case of a transaction or series of transactions described in clause (i)(D) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction (including the aggregate of all payments under a Mortgage on or in satisfaction thereof other than regularly scheduled interest payments) less the amount of selling expenses incurred by or on behalf of the Company, including all commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (i)(E) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (ii) of the definition of Sale, Net Sales Proceeds means the proceeds of such transaction or series of transactions less all amounts generated thereby which are reinvested in one (1) or more Assets within one hundred eighty (180) days thereafter and less the amount of any real estate commissions, closing costs, and legal fees and expenses and other selling expenses incurred by or allocated to the Company or the Operating Partnership in connection with such transaction or series of transactions. Net Sales Proceeds shall also include Refinancing Proceeds and any other amounts that the Company determines, in its discretion, to be economically equivalent to proceeds of a Sale. Net Sales Proceeds shall not include any reserves established by the Company, which shall be determined by the Board in its sole discretion.

  • Gross advance amount means the sum payable to the payee or for the payee's account as consideration for a transfer of structured settlement payment rights before any reductions for transfer expenses or other deductions to be made from such consideration.

  • Royalty Fee “Royalty Fee” means a royalty fee in the amount of $0.00 of Actual Production payable by BC Hydro to the Province for each year of the Term in accordance with Article 6 of the Master Agreement.

  • Tax increment revenues means the amount of ad valorem property taxes and specific local taxes attributable to the application of the levy of all taxing jurisdictions upon the captured assessed value of real and personal property in the zone. Tax increment revenues do not include any of the following:

  • Royalty Year means, (i) for the year in which the First Commercial Sale occurs (the “First Royalty Year”), the period commencing with the first day of the Calendar Quarter in which the First Commercial Sale occurs and expiring on the last day of the Calendar Year in which the First Commercial Sale occurs and (ii) for each subsequent year, each successive Calendar Year.

  • Sublicense Income means any payments that Company receives from a Sublicensee in consideration of the sublicense of the rights granted Company under Section 2.1., including without limitation license fees, royalties, milestone payments, and license maintenance fees, but excluding the following payments: (a) payments made in consideration for the issuance of equity or debt securities of Company at fair market value, and (b) payments specifically committed to the development of Licensed Products.

  • Daily Contract Quantity or “DCQ” means the quantity of Gas as set out in Clause 4.1 herein.

  • Prepaid Expenses has the meaning set forth in Section 1.2(f).

  • Net Sales Price means the gross sales price to retailers of all Licensed Products sold under this Agreement or, with respect to Licensed Products that are not sold directly or indirectly to retailers, other ultimate consumers (as in the case of accommodation sales by Licensee to its employees or sales by Licensee in its own shops), less trade discounts, merchandise returns, sales tax (if separately identified and charged) and markdowns and/or chargebacks which, in accordance with generally accepted accounting principles, would normally be treated as deductions from gross sales, and which, in any event, do not include any chargebacks or the like for advertising, fixture or retail shop costs or contributions. Notwithstanding the foregoing, Licensor hereby waives its right to (i) receive royalties hereunder for, or (ii) include within the calculation of Net Sales Price for the purpose of calculating the Annual Advertising Obligation as set forth in paragraph 4.6 hereof, sales of units of Licensed Products sold at a discount of [OMITTED; MATERIAL FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION] or more off the regular wholesale price ("Discounted Units"), provided that such waiver shall only apply to the extent that the aggregate Net Sales Price of Discounted Units for any year does not exceed [OMITTED; MATERIAL FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION] of the Net Sales Price of all units of Licensed Products other than Discounted Units sold in such year. No other deductions shall be taken. Any merchandise returns shall be credited in the quarter in which the returns are actually made. For purposes of this Agreement, affiliates of Licensee shall mean all persons and business entities, whether corporations, partnerships, joint ventures or otherwise, which now or hereafter control, or are owned or controlled, directly or indirectly by Licensee, or are under common control with Licensee. It is the intention of the parties that royalties will be based on the bona fide wholesale prices at which Licensee sells Licensed Products to independent retailers in arms' length transactions. In the event Licensee shall sell Licensed Products to its affiliates, royalties shall be calculated on the basis of such a bona fide wholesale price irrespective of Licensee's internal accounting treatment of such sale unless such products are sold by its affiliates directly to the end-user consumer, in which case royalties shall be calculated on the basis of the price paid by the end-user consumer, less applicable taxes. Licensee shall identify separately in the statements provided to Licensor pursuant to paragraph 7 hereof, all sales to affiliates. At least once annually and no later than 90 days after the close of Licensee's fiscal year, Licensee shall furnish to Licensor a statement of the Net Sales Price of all Licensed Products sold during the year just ended, which shall be certified by the independent auditor for Licensee as correct and in accordance with the terms of this Agreement.

  • Sales Revenue means receipts from the sale, lease, or rental of goods, services, or property;

  • Sublicense Revenues means [***].

  • Sublicense Revenue means [***].

  • Amounts receivable by the Trust in a foreign currency shall be reported to the Evaluator who shall convert the same to U.S. dollars based on current exchange rates, in the same manner as provided in Section 4.01(b) or 4.01(c), as applicable, for the conversion of the valuation of foreign Equity Securities, and the Evaluator shall report such conversion with each Evaluation made pursuant to Section 4.01."

  • Minimum Monthly Payment for any Mortgage Loan and any month means the minimum amount required to be paid by the related mortgagor in that month.

  • Volumetric Production Payments means production payment obligations recorded as deferred revenue in accordance with GAAP, together with all undertakings and obligations in connection therewith.

  • Incremental Auction Revenue Rights means the additional Auction Revenue Rights, not previously feasible, created by the addition of Incremental Rights-Eligible Required Transmission Enhancements, Merchant Transmission Facilities, or of one or more Customer- Funded Upgrades.

  • Sublicensing Revenue means all amounts (including, without limitation, payments received for the purchase of equity in excess of the fair market value of such equity, license fees, milestone and other time or event based payments and royalties on sales of products, but excluding any research funding payments received and actually used for such purpose) received by a Party under an agreement or license attributable to Collaboration Products or from sales of Collaboration Products to end users less any withholding tax or other tax related reductions.