Common use of Additional Commissions Clause in Contracts

Additional Commissions. Upon termination or expiration of this Agreement, except termination for cause, and subject to all the provisions hereunder VLSI LIBRARIES shall pay commissions to REPRESENTATIVE on all purchase orders meeting all of the following requirements: (i) the purchase order was solicited by REPREESENTATIVE; (ii) the purchase order is accepted by VLSI LIBRARIES within one hundred eighty (180) days after the notification of termination of this Agreement; and (iii) VLSI LIBRARIES receives payment with respect to all Products and Services ordered under such purchase order within one (1) year after the effective termination date of this Agreement; provided however, that VLSI LIBRARIES shall have the right to equitably divide such commissions with succeeding representatives to the extent such succeeding representatives render services with respect to such transactions. VLSI LIBRARIES’ obligation to pay commissions for shipments made during any period after the effective date of termination, if any, is subject to and conditional upon REPRESENTATIVE’s cooperation with any replacement REPRESENTATIVE organization and REPRESENTATIVE’s continued support of any Products and Services. VLSI LIBRARIES may withhold, for up to six (6) months, the payment of commissions for shipments made after the effective date of termination if VLSI LIBRARIES determines that there may be sufficient credits or other adjustments which warrant such action. If VLSI LIBRARIES is owed any amounts by REPRESENTATIVE, VLSI LIBRARIES shall have the right, in its absolute discretion, to offset any commission payable by VLSI LIBRARIES to REPRESENTATIVE by such obligation owed to VLSI LIBRARIES by REPRESENTATIVE. Upon termination, VLSI LIBRARIES’ sole obligation to REPRESENTATIVE under the terms of this Agreement shall be for any unpaid commissions under this Section 8(a) and Section 3 above.