Quarterly True-Up. No later than five days prior to the end of each calendar quarter during the Retrocession Term (such calendar quarter, the “Current Quarter”), the Retrocedent will provide to the Retrocessionaire a good faith written estimate of the amount (such amount, the “Collateral Amount”) of collateral that the Retrocedent will be required to post as of the end of such Current Quarter in respect of the Reinsurance Agreements and a good faith written estimate of the Deposit Amount as of the end of such Current Quarter. If the Collateral Amount as of the end of any Current Quarter exceeds the Deposit Amount as of the end of such Current Quarter, the Retrocessionaire will transfer such difference to the Retrocedent no later than the last business day of such Current Quarter. If the Collateral Amount as of the end of any Current Quarter is less than the Deposit Amount as of the end of such Current Quarter, the Retrocedent will transfer such difference to the Retrocessionaire no later than the last business day of such Current Quarter.
Quarterly True-Up. At the end of each calendar quarter, TM Corp ----------------- will calculate all amounts estimated for the purposes of Sections 5.2, 5.3 and 5.4 including the actual cost incurred of providing to TMOL the services eligible for reimbursement and royalties due TM Corp, and the parties shall, within 30 days, true-up any differences between actual costs and allocations. Royalties and expenses estimated for the purposes of Sections 5.2, 5.3 and 5.4 shall be estimated at no more than the actual amounts on a per ticket basis for the prior quarter.
Quarterly True-Up. Promptly following each Calendar Quarter, Terminal Owner shall provide MPC a written statement showing the Quarterly Aggregate Volume Commitment versus the Actual Quarterly Aggregate Volume. If the Actual Quarterly Aggregate Volume exceeds the Quarterly Aggregate Volume Commitment, MPC shall not owe and shall be relieved from payment to Terminal Owner of any Terminal Deficiency Payments determined pursuant to Section 5.1(f)(i) for the applicable Calendar Quarter.
Quarterly True-Up. Within one month following the end of each calendar quarter during the Term, HD shall conduct an analysis to determine whether the direct costs incurred by HD in connection with the manufacture and delivery of Products during such quarter differed from the direct cost component of the Product Price, and whether the allocation of overhead for such calendar quarter should be adjusted from the allocation of overhead in the Product Price, based on the relative manufacture of HD products and Products during such calendar quarter; provided that, subject to Section 12.2(b), HD shall not increase LiveWire’s fixed cost allocations because of adverse changes in HD’s production volumes, and HD shall not be required to increase its own fixed cost allocations because of adverse changes in LiveWire’s production volumes. Upon conclusion of such analysis, HD will deliver a report to LiveWire which specifies the results of the analysis (the “Quarterly True-Up Report”). If the sum of the direct costs and allocated overhead for such calendar quarter are less than the direct costs and overhead components included in the Product Price for the Products delivered during such calendar quarter, then HD shall pay the difference to LiveWire within sixty (60) days after delivering the Quarterly True-Up Report to LiveWire, and if the sum of such direct costs and allocated overhead are more than the direct costs and overhead components included in the Product Price, then HD shall issue LiveWire an invoice for the difference, which shall be payable by LiveWire as specified in Section 3.3 below; provided that, subject to Section 12.2(b), HD shall not increase LiveWire’s fixed cost allocations because of adverse changes in HD’s production volumes, and HD shall not be required to increase its own fixed cost allocations because of adverse changes in LiveWire’s production volumes.
Quarterly True-Up. Following the end of each calendar quarter during the Transition Period, Service Provider shall provide to Service Recipient an invoice to the extent any additional Service Fees are payable to Service Provider that were not otherwise reflected in the monthly invoices delivered to Service Recipient pursuant to Section 3.2 in respect of the Services provided to Service Recipient for the immediately preceding three (3) calendar months due to increases in volume, increases in charges by third parties or otherwise. The amount stated in such invoice (to the extent such amount is not the subject of a good faith dispute in accordance with the terms set forth in Section 3.8) shall be paid by Service Recipient in full within thirty (30) days of the date of Service Recipient’s receipt of the invoice (or the next Business Day following such date, if such thirtieth (30th) day is not a Business Day) through payment to an account designated by Service Provider.
Quarterly True-Up. Within thirty (30) days following the end of each Vince fiscal quarter, the Service Provider shall deliver to the Recipient a statement (in its final and binding form, the “True-Up Statement”) setting forth, in reasonable detail, all (i) amounts invoiced for such fiscal quarter and (ii) the amount (the “True-Up Amount”), either to be paid by the Recipient to the Service Provider or by the Service Provider to the Recipient, required to reconcile the actual Fees for such fiscal quarter versus the amount of Fees paid for such fiscal quarter by the Recipient to the Service Provider. During the fifteen (15) days following the Recipient’s receipt of the True-Up Statement, the Recipient shall be permitted to review the Service Provider’s working papers relating to the True-Up Statement. The True-Up Statement shall become final and binding upon the parties fifteen (15) days following the Recipient’s receipt thereof, unless the Recipient gives written notice of its disagreement (a “Notice of Disagreement”) to the Service Provider prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. If a timely Notice of Disagreement is received by the Service Provider, then the True-Up Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earliest of (x) the date the Parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Accounting Firm. The True-Up Amount, if any, shall be paid by the applicable Party within five (5) business days of the True-Up Statement becoming final. During the fifteen (15) days following delivery of a Notice of Disagreement, the Service Provider and the Recipient shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. During such period, the Service Provider shall be permitted to review the Recipient’s working papers relating to the Notice of Disagreement. At the end of such fifteen (15)-day period, the Service Provider and the Recipient shall submit to the Accounting Firm for review and resolution of all matters (but only such matters) that remain in dispute, and the Accounting Firm shall make a final determination of the True-Up Amount in accordance with the guidelin...
Quarterly True-Up. At the end of each Quarter, the Parties will calculate the net payment one Party shall be required to make to the other Party (the "Quarterly True-Up") equal to (a) the U.S. Profit Split for such Quarter payable to Regeneron (as set forth in Part I), plus (b) the Rest of World Profit Split for such Quarter payable to Regeneron (as set forth in Part II), minus (c) the Development Compensation Payment for such Quarter payable to Sanofi (as set forth in Part III), plus or minus (d) the Regeneron Reimbursement Amount for such Quarter payable to either Regeneron or Sanofi (as set forth in Part IV). In the event that the Quarterly True-Up is an amount greater than zero, such amount shall be payable by Sanofi to Regeneron in accordance with the terms set forth in Article 9. In the event that the Quarterly True-Up is an amount less than zero, the absolute value of such amount shall be payable by Regeneron to Sanofi in accordance with the terms set forth in Article 9. An example of the Quarterly True-Up is shown in Part V.
Quarterly True-Up. Within thirty (30) days of the end of each calendar quarter, each Party will submit to the other Party a report detailing such Party’s Development Costs incurred during such calendar quarter, including copies of invoices and any other supporting evidence necessary to substantiate the actual Development Costs. In the event that a Party’s Development Costs have exceeded its applicable allocation as set forth in Section 4.3(b)(i), as evidenced by the report submitted to the other Party, then, within sixty (60) days of the delivery of the report from such Party, the other Party shall pay to such Party the difference between the actual Development Costs and the applicable portion that is allocated to such Party under Section 4.3(b)(i). Any such difference not paid within such sixty (60) day period will accrue simple interest until the date of payment at the per annum rate of two percent (2%) over the then-current prime rate quoted by Citibank in New York City or the maximum rate allowable by applicable Law, whichever is lower.
Quarterly True-Up. Within one month following the end of each calendar quarter during the Term, KYMCO shall conduct an analysis to determine whether the direct costs incurred by KYMCO in connection with the manufacture and delivery of Products during such quarter differed from the direct cost component of the Product Price, and whether the allocation of overhead and other operating expenses for such calendar quarter should be adjusted from the allocation of overhead and other operating expenses in the Product Price, based on the relative manufacture of KYMCO products and Products during such calendar quarter; provided that, subject to Section 12.1(b), KYMCO shall not increase LiveWire’s fixed cost allocations because of adverse changes in KYMCO’s production volumes, and KYMCO shall not be required to increase its own fixed cost allocations because of adverse changes in LiveWire’s production volumes. Upon conclusion of such analysis, KYMCO will deliver a report to LiveWire which specifies the results of the analysis (the “Quarterly True-Up Report”).
Quarterly True-Up. Tempur-Pedic and Sealy, on a quarterly basis, may adjust the aggregate amount of Co-Op Advertising Allowance previously paid to Authorized Retailer in respect of such Quarter to account for any upward or downward adjustments necessary to address Authorized Retailer’s actual Qualified Advertising Spend as established in accordance with these Program Terms (“Quarterly True Up”). For the avoidance of doubt, the Quarterly True Up cannot result in the total credit memos issued for the applicable Co-Op Year (as defined below) exceeding the amount of the accrued aggregate Co-Op Advertising Allowance set forth in any Program-Specific Terms, including Schedule 1, for such Co-Op Year. Without limiting Authorized Retailer’s obligation to submit documentation of Qualified Advertising Spend on a monthly basis as set forth in Section 8(b), Authorized Retailer may submit additional documentation of Qualified Advertising Spend for a Quarter within 30 calendar days following the end of the Quarter. Any Co-Op Advertising Allowance accrued for which Authorized Retailer has not documented Qualified Advertising Spend within 30 calendar days of the end of the corresponding Quarter will carry over to the next Quarter, but not beyond the end of the Co-Op Year. Sponsor will have 30 calendar days to review the documentation and issue a reconciliation.
