Reconciliation Payments. Within fifteen (15) days after Adapt delivers each of its monthly reports pursuant to Section 5.11.1, the Party to whom a Reconciliation Development Payment is due shall issue an invoice to the other Party for the Reconciliation Development Payment, which invoice shall be due and payable within fifteen (15) days thereafter.
Reconciliation Payments. If at any time or for any reason (i) the outstanding principal amount of Revolving Credit Loans exceeds any of the applicable dollar or percentage limitations contained in the Schedule (any such excess, a “Revolver Overloan”); (ii) the sum of (a) the aggregate outstanding principal amount of Floorplan Loans plus (b) approvals given by DLL to a Vendor of Floorplanned Inventory exceeds the Maximum Floorplan Amount (any such excess, a “Floorplan Overloan”); (iii) the aggregate outstanding principal amount of Floorplan Loans exceeds the sum of (x) the amount of Floorplanned Inventory plus (y) the Valid Price Protection plus (z) the RMA Credits (any such excess, a “Floorplan Collateral Coverage Reconciliation”), or (iv) the aggregate outstanding amount of all Loans exceeds the Total Facility (a “Facility Overloan”), then Borrower shall, upon DLL’s demand, immediately pay to DLL, in cash, the full amount of such Revolver Overloan, Floorplan Overloan, Floorplan Collateral Coverage Reconciliation or Facility Overloan (each, an “Overloan”). As long as no Event of Default shall have occurred, DLL may consent to reserve Floorplan Collateral Coverage Reconciliation amounts against Excess Revolver Availability under the revolving line of credit provided hereunder, to the extent of such Excess Revolver Availability, in lieu of a cash payment, which consent of DLL may be withdrawn at any time in DLL’s Permitted Discretion. Without limiting Borrower’s obligation to repay to DLL on demand any such amount of any Overloan, (a) on the date on which any inventory report is required to be delivered to DLL hereunder, Borrower shall repay in full any Floorplan Collateral Coverage Reconciliation described therein to the extent DLL has not consented to reserve such Floorplan Collateral Coverage Reconciliation against and deduct such Floorplan Collateral Coverage Reconciliation from the Excess Revolver Availability as described above (and, in the event that DLL should initially consent to the establishment of such a reserve against the Excess Revolver Availability, but later withdraws such consent in the exercise of its Permitted Discretion, Borrower shall repay in full such Floorplan Collateral Coverage Reconciliation immediately upon such withdrawal of consent by DLL), and (b) Borrower shall pay DLL interest on the outstanding principal amount of any Revolver Overloan, Floorplan Overloan, Floorplan Collateral Coverage Reconciliation (unless such Floorplan Collateral Coverage Recon...
Reconciliation Payments. Within [***] following the receipt by each Party of such written reports setting forth the actual amounts of Clinical Study Costs incurred by the other Party, the Parties shall discuss and determine the calculation of the net amount owed by one Party to the other Party in order to ensure the appropriate equal sharing of such Clinical Study Costs. The Party that is due for reimbursement of Clinical Study Costs shall invoice the other Party within [***] of such determination. PRC local exchange rate will be applied at the time of invoice. Such payments by one Party to reimburse the other Party’s expenditures for Clinical Study Costs shall be payable [***] following receipt of the invoice. Any Clinical Study Costs incurred in excess of the agreed upon Clinical Study Budget shall be subject to Section 4 below.
Reconciliation Payments. The following shall apply with respect to payment of Development Costs and Commercialization Costs incurred after Acucela exercises an Opt-In Right pursuant to Section 3.1. Within thirty (30) days after the end of each month during which Development Costs or Commercialization Costs are incurred, each Party shall provide a written report (each, a “Monthly Report”) to the other Party setting forth in detail the Development Costs or Commercialization Costs (together with the evidence supporting such Development Costs or Commercialization Costs) incurred by such Party during such month in conducting Development work or Commercialization activities for which it is the Responsible Party under each Development Plan or Commercialization Plan, as the case may be, in accordance with the budget contained in the applicable Development Plan or Commercialization Plan. Each Monthly Report will be in such form as the JDC or JCC, as applicable, may reasonably agree from time to time. Within thirty (30) days after each Party has provided the other Party its Monthly Report for a particular month, the Parties shall confer and agree on a written payment report based upon the Monthly Report for such month (each, a “Payment Report”) setting forth the amount payable by Otsuka to Acucela or the amount payable by Acucela to Otsuka (as the case may be), so that each of the Parties has borne its share of all the Development Costs or Commercialization Costs (as set forth in Section 7.4(a) and (b) or Section 7.4(c), as applicable) incurred by the Parties in such month. The applicable Party shall pay the amount shown to be due to the other Party as set forth in the Payment Report within thirty (30) days after the Parties agree on such Payment Report.
Reconciliation Payments. Within [ * ] days after the end of each calendar quarter for as long as any Licensed Product is being commercialized in the Profit Share Territory, Exelixis shall submit to Genentech a statement setting forth any Operating Profit (Loss) obtained by Exelixis in the Profit-Share Territory during such calendar quarter, together with the information detailing the basis for the calculation of such Operating Profit (Loss), including the individual components of such Operating Profit (Loss). Genentech shall consolidate any Operating Profit (Loss) reported by Exelixis with those obtained directly by Genentech. Genentech shall, within [ * ] days after receiving such statement from Exelixis, notify Exelixis whether a reconciliation payment is due from one Party to the other based on its calculation pursuant to Section 8.4(a)(iii) above, and if so, the amount of such reconciliation payment, so that the Parties will share the Operating Profit (Loss) for such calendar quarter in the ratio set forth in Section 8.4(a)(i) using the mechanism set forth in Section 8.4(a)(iii). The Party required to pay such reconciliation payment shall submit such payment to the other Party within [ * ] days of receiving such notice from Genentech.
Reconciliation Payments. The payments required by the Closing Calculation calculated pursuant to Section 3.2 shall have been paid or received. -8-
Reconciliation Payments. If at any time or for any reason (i) the outstanding principal amount of Revolving Loans exceeds any of the applicable dollar or percentage limitations contained in the Schedule (any such excess, a "Revolver Overloan"); (ii) the sum of (a) the aggregate outstanding principal amount of Floorplan Loans plus (b) approvals given by TEXTRON to a manufacturer or vendor of Floorplanned Inventory exceeds the Maximum Floorplan Amount (any such excess a "Floorplan Overloan"), then Borrower shall, upon TEXTRON's demand, immediately pay to TEXTRON, in cash, the full amount of such Revolver Overloan or Floorplan Collateral Coverage Reconciliation (each, an "Overloan"). Without limiting Borrower's obligation to repay to TEXTRON on demand any such amount of any Overloan, Borrower shall pay TEXTRON interest on the outstanding principal amount of any Revolver Overloan, on demand, at the rate set forth in the Schedule.
Reconciliation Payments. The User, or as the case may be, NGC, shall pay the amounts set out in the relevant invoice or credit note, either in accordance with the applicable requirements for payment of other sums due under that invoice in the case of sums shown in an invoice also dealing with other payments, or in other cases within 5 Business Days of the date of the Reconciliation Statement.
Reconciliation Payments. (i) If the Adjusted Net Working Capital, as determined pursuant to this Section 2.5, exceeds the Target Net Working Capital, then Buyer shall pay to the Sellers, in the aggregate, an amount equal to such excess by wire transfer in immediately available funds to the account or accounts designated by the Stockholder Representative no later than five (5) business 18 ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 days following the final determination of the Adjusted Net Working Capital in accordance with Section 2.5(d).
Reconciliation Payments. If the aggregate Product Return Amount as of the date of a Return Statement, as determined pursuant to this Section 2.6, exceeds the sum of $[...***...] plus the aggregate amount of all previous payments to the Buyer pursuant to this Section 2.6(e), then such excess shall be paid by the Escrow Agent to the Buyer from the Return Escrow Amount by wire transfer of immediately available funds to the account designated by Buyer no later than five (5) business days following the final determination of such Product Return Amount in accordance with Section 2.6(d). Amounts held by the Escrow Agent pursuant to the Return Escrow Agreement shall be the sole and exclusive remedy of the Buyer and its Affiliates (including the Surviving Corporation) in respect of any Product Return Amount. For the purposes of clarity, the Buyer shall not be entitled to any payment, pursuant to this Section 2.6 or otherwise, with respect to any portion of the aggregate Product Return Amount that is less than $[...***...] or with respect to any portion of the aggregate Product Return Amount that is in excess of $[...***...]. Any portion of the Return Escrow Amount not required to be disbursed to the Buyer pursuant to this Section 2.6(e) in respect of Return Statements delivered on or before the three (3) year anniversary of the Effective Time shall be promptly disbursed by the Escrow Agent to the Stockholder Representative (on behalf of the Sellers).
