Payment Final Clause Samples
Payment Final. All payments of the Royalty made pursuant to the final report that is to be issued within 90 days of the end of each calendar year shall be considered final and in full satisfaction of all obligations of the Remaining Party with respect thereto, unless the Royalty Holder gives the Remaining Party written notice describing and setting forth a specific objection to the calculation thereof within 90 days after receipt by the Royalty Holder of the annual final report herein provided in Section 9. If the Royalty Holder objects to a particular quarterly statement delivered hereunder, the Royalty Holder shall, for a period of 90 days after the Payor's receipt of notice of such objection, have the right, upon reasonable notice and at a reasonable time, to have the Royalty payment in question audited by a firm of chartered accountants acceptable to the Royalty Holder and to the Payor. If such audit determines that there has been a deficiency or an excess in the payment made to the Royalty Holder such deficiency or excess shall be resolved by adjusting the next quarterly payment due hereunder. The Royalty Holder shall pay all costs of such audit unless a deficiency of 5% or more of the amount due is determined to exist. The Payor shall pay the costs of such audit if a deficiency of 5% or more of the amount due is determined to exist. Failure on the part of the Royalty Holder to make claim on the Payor for adjustment in such 90-day period shall establish the correctness of the final report and preclude the filing of exceptions thereto or making of claims for adjustment thereon.
Payment Final. 4.1 The amount remaining unpaid of the Contract Sum will be paid within ten days after the later of receipt by Contractor from Owner of final payment for the Work and fulfilment of all of the following conditions:
a) All builders, construction, mechanics’, and other statutory lien periods shall have expired and Contractor shall have issued Notice of Acceptance of the Work pursuant to Article 25.2.
b) Subcontractor shall have provided proof satisfactory to Contractor in the form of a Release, Certification of Final Payment, and/or Statement of Last Supply, in Contractor’s format, that all claims for labour, materials, services, equipment and all other items used or furnished by Subcontractor pursuant to this Subcontract have been satisfied and paid, and there is no other indebtedness in connection with this Subcontract.
c) Subcontractor shall have provided proof similar to that required in (b) above from its subcontractors, or in any event, after Subcontractor has obtained a Statutory Declaration satisfactory to Contractor of satisfaction of all claims and indebtedness from all its subcontractors.
d) Contractor shall have received from the Workers’ Compensation Board, having jurisdiction over the workers employed in the Work, a letter of clearance or other confirmation of compliance by Subcontractor with applicable worker’s compensation legislation and requirements of the Workers’ Compensation Board, satisfactory to Contractor.
e) Contractor shall have received Subcontractor’s claim for final payment, in form and substance satisfactory to Contractor, and a separate credit invoice for any backcharge amounts in accordance with this Subcontract.
f) Contractor shall have received all documents relating to the Work required under this Subcontract and the Prime Contract, including without limitation as-built drawings, warranties and operating and instruction manuals.
4.2 It is mutually understood and agreed that no payment made under the provisions of this Subcontract shall be conclusive evidence of the performance of this Subcontract or any part thereof, and that no payment shall be construed to be an acceptance of defective or improper Work or materials.
4.3 In consideration of the final payment hereunder, Subcontractor hereby unconditionally releases and forever discharges Contractor and Owner and their respective premises and property from all claims, liens and obligations of every nature arising out of or in connection with the performance of this Subcontrac...
Payment Final. The parties agree that all payments made pursuant to this Agreement, and all payments that are due and owing, but yet to be paid, pursuant to this Agreement, shall be, and are, final and non-refundable, regardless of whether any and all of the claims of the PATENT RIGHTS either expire, lapse or will be declared invalid or unenforceable. NANOSPHERE waives any and all rights and defenses to challenge or defend against EPPENDORF’S right to receive the payments due and owing pursuant to this Agreement for any reason, including, without limitation, any contention that the PATENT RIGHTS have either expired, lapsed, are invalid, are unenforceable, or are not infringed.
Payment Final. If Operator does not dispute a payment of the Percentage Fee within the thirty (30) days set forth in section 5.05, the relevant Yearend amounts and the Percentage Fee paid with respect to the Fiscal Year to which they relate shall be final.