Tail Payment definition

Tail Payment has the meaning set forth in Section 7.8.

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Tail Payment means (a) the sum, without duplication, of (i) any and all Napo Change of Control Consideration received in a Napo Change of Control Transaction, and (ii) any Napo Third Party Product Revenue, minus (b) the Claim Amount (as adjusted pursuant to the provisions of this Agreement), to the extent there is any portion of the Claim Amount (as adjusted pursuant to the provisions of this Agreement) that has not been previously deducted from any prior sums of any and all Napo Change of Control Consideration received in a Napo Change of Control Transaction and Napo Third Party Product Revenue. In no event may the cumulative deductions made by Napo over time pursuant to clause (b) of the preceding sentence exceed in the aggregate the Claim Amount (as adjusted pursuant to the provisions of this Agreement).

Tail Payment shall be defined as follows: amounts equal to the difference between the amount payable per treatment with the Deep TMS Device by the client to Distributor in accordance with the terms of the agreement between the client and Brainsway and the amount due to Brainsway from such client per treatment in accordance with the provisions hereof (the “Distributor’s Portion”), in respect of each Deep TMS Device already actually installed at a clients’ premises, all payable during the period that is equal to one half of the period that remains outstanding under the terms of the agreement between Brainsway and such client (but in any event, such whole period not to extend beyond the fifteenth anniversary of the Effective Date of this Agreement). Such payments shall only become due and payable by Brainsway to the Distributor following Brainsway’s actual receipt of all applicable amounts from the clients in respect of whom the tail period applies. In the event of a conflict between the provisions of this Section 16.4A and any other provisions of this Agreement, the provisions of this Section 16.4A shall prevail.

Examples of Tail Payment in a sentence

• In the event of termination by Astellas of this Agreement pursuant to Section 8.2(a)(iv) effective in calendar year 2012, Astellas shall pay to Zogenix a termination fee of [***] and Zogenix shall be obligated to pay Astellas only the Tail Payment set forth in Section 7.8(a).

• For purposes of determining Net Working Capital and the Adjustment Amount, the Tail Payment shall be excluded from the current liabilities of the Company.

• The amount of such Tail Payment shall be determined and paid on a quarterly basis.

• Unless specifically required under Section 4.2(a) or 4.2(b), no Tail Payment shall be owed by Auxilium under this Agreement.

• Subject to Section 4.3, any adjustments required as a result of overpayments or underpayments identified through GSK’s exercise of audit rights shall be made by subtracting or adding, as appropriate, amounts from or to the next Promotional Payment or Tail Payment in accordance with Section 4.1 and Section 4.2 or, if no further Promotional Payments or Tail Payments are due, by payment to GSK after identification of such adjustment within sixty (60) days of Auxilium’s receipt of a written invoice from GSK.

• For clarity, if the notice of termination is provided pursuant to Section 8.2(c)(i) after the first anniversary of the Effective Date, no milestone payments shall be refunded pursuant to this Section 8.4(d) and, instead, Astellas shall be entitled to receive the Tail Payment set forth in Section 7.8(a), but not the Tail Payment set forth in Section 7.8(b).

• Royalty Payments due under this Section 8.4(b) shall be in lieu of the right to receive the Tail Payments as set forth in Section 7.8. If the notice of termination is provided after the second anniversary of the Effective Date, no royalty payments shall be due to Astellas pursuant to this Section 8.4(b) and, instead, Astellas shall be entitled to receive the Tail Payment set forth in Section 7.8(a), but not the Tail Payment set forth in Section 7.8(b).

• Notwithstanding any other provision of this Section 4.2, Auxilium shall not be obligated to pay any Tail Payment with respect to any period after the date, if any, on which GSK first promotes, markets, or sells [**].

• For the avoidance of doubt, Zogenix shall have no obligation to pay to Astellas the Tail Payment set forth in Section 7.8(b).

• Any adjustments required as a result of overpayments or underpayments identified through a Party's exercise of audit rights shall be made by subtracting or adding, as appropriate, amounts from or to the next Royalty Payment or Tail Payment in accordance with Section 4.3 or, if no further Royalty Payments or Tail Payments are due, by payment to the Party owed such adjustment within thirty (30) days after identification of such adjustment.

More Definitions of Tail Payment

Tail Payment has the meaning assigned in Section 5.4.1 of this Agreement.

Tail Payment means any payments payable to former holders of Class B Units pursuant to Section 3(c) of an applicable Restricted Unit Grant Agreement by and between the Company and such former holder of Class B Units.

Tail Payment has the meaning set forth in Section 14.11 (Tail Payments).