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. 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. (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.
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.
True-Up Payment. The payments in Section 6.1 shall be calculated within [***] days after the end of any Year, and Insmed shall pay any amounts owing within [***] days of invoice by Therapure, with any late payment subject to the late payment fee set out in Section 12.2.2:
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 applicable taxes on such payment; provided, however, that the paying Member agrees to reasonably cooperate with the receiving Member to ensure the payment is made in a tax-efficient manner.
True-Up Payment. If, as of the Test Date, the Total Revenue Interest Payments are less than 100% of the Cumulative Purchaser Payments, then the Company will, on the Test Date, make a one-time payment to each Purchaser in accordance with its Pro Rata Portion of the Revenue Interests, by wire transfer of immediately available funds to the account or accounts designated by such Purchaser, in an amount equal to 100% of the Cumulative Purchaser Payments as of the Test Date less the Total Revenue Interest Payments as of the Test Date (such amount, the “True-Up Payment”).
