Certain Additional Terms Sample Clauses
The 'Certain Additional Terms' clause serves to incorporate supplementary provisions or conditions into an agreement that are not covered elsewhere in the main contract. This clause typically outlines specific requirements, obligations, or exceptions that apply to particular situations, such as additional payment terms, unique service levels, or special compliance requirements. By including these extra terms, the clause ensures that all relevant aspects of the parties' relationship are addressed, thereby reducing ambiguity and helping to prevent disputes over issues not explicitly covered in the standard contract sections.
Certain Additional Terms. (a) For purposes of this Section 5.3, the following terms shall have the following meanings:
Certain Additional Terms. (a) For clarity, all forms, presentations, formulation and dosage forms of a Licensed Product shall be considered one and the same Licensed Product for purposes of this Section 5.2.
(b) If Unity begins development of one Licensed Product and a milestone payment is made under this Section 5.2, and then Unity terminates development of such Licensed Product and begins development of a second Licensed Product, the milestone which was already paid under this Section 5.2 for the abandoned Licensed Product will not be repeated, but the remaining milestone payments hereunder will be due as the second Licensed Product advances; [NTD: IN THE EVENT OPTION 3 IS SELECTED, THE FOLLOWING ADDITIONAL SENTENCE SHALL BE ADDED TO SECTION 5.2.2(b): For clarity, it is acknowledged and agreed that should the first Licensed Product be abandoned prior to achieving all of the milestones set forth Section 5.2.1
(a) such remaining unpaid milestones shall become due and payable when first achieved by the next Licensed Product.]
(c) In its sole discretion, Unity may elect in lieu of the payment of the milestone payments owing to Ascentage under this Section 5.2, to grant to Ascentage that number of shares of Unity common stock of equivalent value (based on the Fair Market Value of such Unity common stock at the time of such grant).
Certain Additional Terms. For the avoidance of doubt, the following shall apply to Milestone Payments:
(i) Milestone Payments (A) through (D) above shall be made no more than once (and each only upon the first achievement of the corresponding milestone), irrespective of how many Products achieve the corresponding milestone. Milestone Payments (E) and (F) above may be paid more than once (i.e., if there are multiple Optioned Agents), but each shall be paid only once for the first Optioned Product for each Optioned Agent that reaches the corresponding milestone.
(ii) No unachieved Milestone Payments shall accrue and be due once notice has been given by United Therapeutics for termination of this Agreement in its entirety under Article 12.
Certain Additional Terms. (a) For clarity, all forms, presentations, formulation and dosage forms of a Licensed Product or Unity Bcl-2 [***] Product shall be considered one and the same Licensed Product or Unity Bcl-2 [***] Product (as applicable) for purposes of this Section 5.2.
(b) If Unity begins development of one Licensed Product or Unity Bcl-2 [***] Product and a milestone payment is made under this Section 5.2, and then Unity terminates development of such product and begins development of a second Licensed Product or Unity Bcl-2 [***] Product, the milestone which was already paid under this Section 5.2 for the abandoned product will not be repeated, but the remaining milestone payments hereunder will be due as the second Licensed Product or Unity Bcl-2 [***] Product (as applicable) advances;
(c) In its sole discretion, Unity may elect in lieu of the payment of the milestone payments owing to Ascentage under this Section 5.2, to grant to Ascentage that number of shares of Unity common stock of equivalent value (based on the Fair Market Value of such Unity common stock at the time of such grant).
Certain Additional Terms. From time to time You may request to trade certain Financial Products or access additional venues which requires your acceptance of additional terms. By executing this Agreement and using the Services in connection with such products, You are certifying your agreement to the provisions set forth in such additional terms and such provisions are incorporated herein by reference.
Certain Additional Terms. 30- { * } = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Certain Additional Terms. Client represents and warrants that the Cards and Accounts to be issued and established under this U.S. Schedule are substitutes for accepted cards and accounts, or will be sought and issued only in response to written requests or applications for such Cards or Accounts. Client shall retain such applications (paper or electronic) for any Card when such application is not provided to Bank, for a period of twenty-five (25) months after the application has been received and acted upon.
Certain Additional Terms. Any transferee entitled to receive a Note may request that the Accreted Value thereof be evidenced by one or more Notes in any authorized denomination or denominations and the Registrar shall comply with such request if all other transfer restrictions are satisfied.
Certain Additional Terms. (i) The foregoing sales milestones shall be payable once for each of the first two products (Licensed Products or Buck Licensed Products) to achieve the applicable sales thresholds. For clarity, Company’s total payment obligations under this Section 3.4 shall in no event exceed [***] U.S. Dollars ($[***]). Company agrees to promptly notify Mayo in writing of the occurrence of each of the foregoing milestones and the payment for such milestone shall be included with the royalty payment due for the calendar quarter in which such sales milestone was achieved.
(ii) Notwithstanding anything to the contrary in this Section 3.4, in the event that the achievement of a sales milestone event set forth in this Section 3.4 would trigger a sales milestone payment under both this Section 3.4 and Section 3.4 of the New License Agreement, then Company shall only be obligated to pay a single sales milestone payment with respect to the achievement of such sales milestone event, which payment shall be the higher of the applicable sales milestone payment in this Agreement and the applicable sales milestone payment in the New License Agreement for such sales milestone event. For purposes of clarity, it is understood that payment of a sales milestone payment with respect to such sales milestone event under the New License Agreement shall satisfy in full Licensee’s payment obligations under this Section 3.4 with respect to such sales milestone event so long as such sales milestone payment actually paid to Mayo exceeds (or equals)
Certain Additional Terms. (i) In the event of a potential Change of Control of Buyer from the Closing Date through the end of the Earnout Years, Upstream shall, within thirty (30) days of notice thereof from Buyer, elect in writing to:
(A) Accept the Accelerated Payment (as defined below). If Upstream elects to accept the Accelerated Payment pursuant to this subsection, Buyer shall on the closing of such Change of Control deposit a portion of the Accelerated Payment into the Supplemental Escrow Account such that the Supplemental Escrow Account contains $6,000,000 (or deposit the entire Accelerated Payment if the deposit of the entire Accelerated Payment will not cause the Supplemental Escrow Account to contain more than $6,000,000) and Buyer shall pay or cause to be paid to Upstream on the closing of such Change of Control the remainder, if any, of the Accelerated Payment;
(B) Waive its right to the Accelerated Payment. If Upstream elects to waive its right to the Accelerated Payment under this subsection, this Agreement shall continue in full force and effect notwithstanding such Change of Control except for this Section 2.08(g), which shall terminate and no longer be effective as of the closing of such Change of Control; or
(C) Defer its election to accept or waive the Accelerated Payment for a period of six (6) months measured from the closing date of such Change of Control. If Upstream defers its election pursuant to this subsection, Upstream shall provide written notice to Buyer (or to the successor in interest to Buyer as a result of such Change of Control, if applicable) of its election to accept or waive the Accelerated Payment no later than twenty (20) days prior to the expiration of such six (6) month period. If Upstream elects to accept the Accelerated Payment pursuant to this subsection, Buyer (or its successor in interest) shall pay or cause to be paid to Upstream the Accelerated Payment on the date that is six (6) months following such Change in Control. If Buyer elects to waive its right to the Accelerated Payment under this subsection, this Agreement shall continue in full force and effect notwithstanding such Change of Control except for this Section 2.09(g), which shall terminate and no longer be effective as of the date that is six (6) months from the closing date of such Change in Control.
(ii) If Upstream fails to provide written notice to Buyer or the successor in interest to Buyer, as the case may be, within the time periods specified above, Upstream shall be...