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).
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Tail Payment has the meaning set forth in Section 14.11 (Tail Payments).
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Examples of Tail Payment in a sentence

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

  • 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).

  • 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.

  • Xxxxxx (collectively referred to as the “Brokers”) are employed by the Warrant Agent at the closing of the financing transaction triggering the Tail Payment unless the Warrant Agent assigns the right to receive the Tail Payment to a registered broker dealer at which the Brokers are registered at the time of such subsequent financing, in which case the Company will pay such Tail Payment to such assignee upon the written instructions of the Warrant Agent.

  • The Tail Payment will be paid to Mallinckrodt within [***] after the end of the Tail Period, and will not be subject to [***], unless the Parties agree otherwise.” For purposes of calculating the payment due to Mallinckrodt under Section 7.2, as amended above, the calculation shall be made using the Mallinckrodt Call List attached as Exhibit B and the Net Selling Price for such calculation shall be the Net Selling Price used to calculate the final Service Fee payment due under Section 4 hereof.

  • 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.

  • No termination fee, penalty or liquidated damages shall be owed to either Party by the other Party and the only payment Mallinckrodt shall be entitled to receive, other than any payments expressly required by other provisions hereof, shall be the Tail Payment.

  • 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 Tail Payment will be paid to Mallinckrodt within [***] after the end of the Tail Period, and will not be subject to [***], unless the Parties agree otherwise.


More Definitions of Tail Payment

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

  • PAGA Payment means the penalties pursuant to PAGA that the Parties have agreed is a

  • Annual Payment The total amount payable to the Settlement Fund Administrator by the Settling Distributors on the Payment Date each year, as calculated by the Settlement Fund Administrator pursuant to Section IV.B.1.e. For the avoidance of doubt, this term does not include the Additional Restitution Amount or amounts paid pursuant to Section X.

  • Cash Payment has the meaning set forth in Section 2.03(b)(iii) below.

  • Installment Payment has the meaning ascribed to it in Section 2.02(a).

  • Upfront Payment has the meaning set forth in Section 4.1.

  • Initial Payment means the dollar amount specified as the “Initial Payment” in the applicable Purchase Agreement.

  • Final Payment is a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued interest) due on the earliest to occur of (a) the Maturity Date, or (b) the acceleration of any Term Loan, or (c) the prepayment of a Term Loan pursuant to Section 2.2(c) or (d), equal to the original principal amount of such Term Loan multiplied by the Final Payment Percentage, payable to Lenders in accordance with their respective Pro Rata Shares.

  • goodwill payment means a payment, whether in monetary form or in the form of a benefit or service, by or on behalf of an insurer to a complainant as an expression of goodwill aimed at resolving a complaint, where the insurer does not accept liability for any financial loss to the complainant as a result of the matter complained about;

  • Additional Payment is as defined in Section 6 of the Agreement.

  • Closing Payment has the meaning set forth in Section 2.2(a).

  • Closing Payment Amount shall have the meaning set forth in Section 3.1(a).

  • Reimbursement Payment shall have the meaning given to that term in Subparagraph 2.02(c).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • AHYDO Payment means any mandatory prepayment or redemption pursuant to the terms of any Indebtedness that is intended or designed to cause such Indebtedness not to be treated as an “applicable high yield discount obligation” within the meaning of Section 163(i) of the Code.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Past Due Rent Payment is defined in Section 2.2(g).

  • Installment Payments shall have the meaning set forth in Section 5(b)(ii).

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Settlement Payment means the transfer, or contractual undertaking (including by automated clearing house transaction) to effect a transfer, of cash or other property to effect a Settlement.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Shortfall Payment has the meaning specified in Section 3.7.

  • Agreement Payment means a Payment paid or payable pursuant to this Agreement.

  • Co-payment means a relatively small amount of money paid by the insured person towards the cost of each day in a private hospital per episode of care, with Latrobe paying the rest of the cost.