True-Up Payments. After the end of each calendar quarter beginning with the quarter ended June 30, 2007, Rentech will calculate the amount of the Development Costs it or its Affiliates has Incurred as of the end of such quarter (excluding Reimbursement Costs and any Development Costs with respect to which Peabody has previously paid Rentech its portion under this Agreement as of the end of the preceding quarter) (an “Actual Amount”) and compare the Actual Amount to the Development Costs with respect to which Peabody made Peabody Budgeted Payments for such completed quarter (the amount of such Development Costs, a “Quarterly Budgeted Amount”). In the event that the Actual Amount differs from the Quarterly Budgeted Amount for such completed quarter, either (a) Peabody shall pay to Rentech twenty percent (20%) of the amount by which the Actual Amount exceeds the Quarterly Budgeted Amount or (b) Rentech shall pay to Peabody twenty percent (20%) of the amount by which the Actual Amount is less than the Quarterly Budgeted Amount (in either case, the amount of such payment, the “Quarterly Adjustment Amount”). Within thirty (30) days following the end of such completed quarter, Rentech shall deliver a written notice to Peabody setting forth the Actual Amount (broken down by month) and its calculation of the Quarterly Adjustment Amount (the “Quarterly Adjustment Statement”). Payments of the Quarterly Adjustment Amount to be made by Rentech or Peabody pursuant to this Section 2.1.3 shall be made within ten (10) Business Days of delivery of the Quarterly Adjustment Statement as provided in Section 2.1.4, and if not paid when due, shall accrue interest at the Agreed Rate, as computed from the date payment was actually due to the actual payment date. Within twenty (20) calendar days after the end of each month, Rentech shall furnish Peabody with a list of all expenditures for Development Costs for the prior month.
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True-Up Payments. After Due to the availability of the Set-Off Right, the parties acknowledge and agree that no payments shall be due from one to the other hereunder with respect to any Term Year unless (i) at the end of each calendar quarter beginning with such Term Year, only one of UMG or the quarter ended June 30Company has met its Yearly Minimum Commitment, 2007and (ii) the entity meeting its Yearly Minimum Commitment (the "Complying Party") notifies the other, Rentech will calculate within forty-five days of the end of such Term Year that the Complying Party has met its Yearly Minimum Commitment, and that the other party (the "Noncomplying Party") has not, demands that the Noncomplying Party meet its Yearly Minimum Commitment for such Term Year, and specifies the amount of the Development Costs Yearly Minimum Commitment outstanding at the end of the relevant Term Year (such notice, the "Yearly Compliance Notice"). If the Noncomplying Party has not, within 60 days of such Yearly Compliance Notice (the "Extension Period") purchased such amount of Marketing Support or Content, as applicable, within such Extension Period as would (when aggregated whether with the purchases made during the applicable Term Year) meet its Yearly Minimum Commitment, it or its Affiliates has Incurred shall, not later than the 60th day after such Yearly Compliance Notice pay such amount of the Yearly Minimum Commitment (the "True Up Payment") which remains unmet as of the end of such quarter (excluding Reimbursement Costs and any Development Costs with respect to which Peabody has previously paid Rentech its portion under this Agreement as of the end of the preceding quarter) (an “Actual Amount”) and compare the Actual Amount 60 day period, in cash, to the Development Costs with respect Complying Party. Purchases of Marketing Support or Content, as applicable, made in the Extension Period after a Yearly Compliance notice and included in calculating a True Up Payment may not be included for purposes of ascertaining whether the Noncomplying Party has met its Yearly Minimum Commitment in any other Term Year but (for purposes of clarity) shall be included in calculating whether a party has made its Term Minimum Commitment. Notwithstanding the foregoing, if the UMG Entities have not made Special Content available to which Peabody made Peabody Budgeted Payments the Company in the first or second Term Year in an amount sufficient for such completed quarter the Company Entities to actually expend amounts sufficient to meet the Company Yearly Minimum Commitment during the applicable Term Year (including the amount of such Development Costs, a “Quarterly Budgeted Amount”Extension Period). In the event that the Actual Amount differs from the Quarterly Budgeted Amount for such completed quarter, either (a) Peabody shall pay to Rentech twenty percent (20%) of the amount by which the Actual Amount exceeds the Quarterly Budgeted Amount or (b) Rentech shall pay to Peabody twenty percent (20%) of the amount by which the Actual Amount is less than the Quarterly Budgeted Amount (in either case, the amount of such payment, shortfall (the “Quarterly Adjustment "Yearly Shortfall Amount”). Within thirty (30") days following shall not be required to be paid in cash by Company at the end of such completed quarterTerm Year, Rentech shall deliver a written notice to Peabody setting forth the Actual Yearly Shortfall Amount (broken down by month) and its calculation of the Quarterly Adjustment Amount (the “Quarterly Adjustment Statement”). Payments of the Quarterly Adjustment Amount to be made by Rentech or Peabody pursuant to this Section 2.1.3 shall be made within ten (10) Business Days deemed paid by the Company for purposes of delivery of calculating whether the Quarterly Adjustment Statement as provided in Section 2.1.4Company has met its Term Minimum Commitment, and if not paid when due, UMG shall accrue interest at pay the Agreed Rate, as computed from Company in cash the date payment was actually due to the actual payment date. Within twenty (20) calendar days after the end of each month, Rentech shall furnish Peabody with a list of all expenditures for Development Costs amount * Confidential treatment has been requested for the prior monthbracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
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True-Up Payments. After the end of each calendar quarter beginning with the quarter ended June 30, 2007, Rentech will calculate the amount of the Development Costs it or its Affiliates has Incurred as of the end of such quarter (excluding Reimbursement Costs and any Development Costs with respect to which Peabody has previously paid Rentech its portion under this Agreement as of the end of the preceding quarter) (an “Actual Amount”) and compare the Actual Amount to the Development Costs with respect to which Peabody made Peabody Budgeted Payments for such completed quarter (the amount of such Development Costs, a “Quarterly Budgeted Amount”). In the event that the Actual Amount differs from the Quarterly Budgeted Amount for such completed quarterAlmirall, either (a) Peabody shall pay to Rentech twenty percent (20%) Almirall LLC, any of their Affiliates or any Sublicensees takes any Impermissible Set-off against any of the amount by which Royalties or Milestone Interests under the Actual Amount exceeds License Agreement or the Quarterly Budgeted Amount or Supply Agreement in any Calendar Quarter, each of Seller and, subject to Section 5.16, Parent (b) Rentech as indemnitor pursuant to the Parent Indemnity set forth in Section 5.16), jointly and severally, shall pay to Peabody twenty percent promptly (20%) of the amount by which the Actual Amount is less and in any event no later than the Quarterly Budgeted Amount (in either case, the amount of such payment, the “Quarterly Adjustment Amount”). Within thirty (30) days calendar days) following notice of the end occurrence of the applicable Impermissible Set-off (and regardless of whether Seller or Parent agrees or disagrees that all or any portion of such completed quarterImpermissible Set-Off was properly taken by Almirall or Almirall LLC) pay to Purchasers the full amount of such Impermissible Set-off (each such amount, Rentech shall deliver a written notice “True-Up Amount” and each such payment a “True-Up Payment”) pro rata to Peabody setting forth the Actual Amount (broken down by month) and each Purchaser based on its calculation respective ownership of the Quarterly Adjustment Amount Purchased Interests (and after Seller and/or Parent, as the “Quarterly Adjustment Statement”case may be, makes such payment, Seller and/or Parent, as the case may be, shall be entitled to, and Purchasers shall not be entitled to, any amounts recovered from Almirall and/or Almirall LLC in respect of such Impermissible Set-off). Once Seller, Parent, Purchasers, and the Depositary Bank have executed and delivered the Deposit Account Agreement pursuant to Section 5.13, all True-Up Payments payable to Purchasers shall be satisfied (i) first, out of funds remaining in the Deposit Account after payment to the Purchaser Accounts of all amounts actually received from Almirall and Almirall LLC on account of the Quarterly Adjustment Amount Royalties and Milestone Interests, if any, (ii) second, out of funds held by Seller in any Other Account in respect of Seller’s Retained Interest or payments received under Other Product Licenses or Other Product Agreements, if any, and (iii) third, by direct payment by Parent to be made by Rentech or Peabody the Purchaser Accounts pursuant to this the Parent Indemnity set forth in Section 2.1.3 5.16. All True-Up Payments shall be made to the Deposit Account (or to Purchaser accounts directly, as applicable) within ten (10) Business Days of delivery 30 calendar days following notice of the Quarterly Adjustment Statement as provided in Section 2.1.4, and if not paid when due, shall accrue interest at occurrence of the Agreed Rate, as computed from the date payment applicable Impermissible Set-off regardless of whether Parent or Seller agrees or disagrees that all or any portion of such Impermissible Set-Off was actually due to the actual payment date. Within twenty (20) calendar days after the end of each month, Rentech shall furnish Peabody with a list of all expenditures for Development Costs for the prior monthproperly taken by Almirall or Almirall LLC.
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Samples: Revenue Interest Purchase Agreement (Athenex, Inc.)
True-Up Payments. After Due to the availability of the Set-Off Right, the parties acknowledge and agree that no payments shall be due from one to the other hereunder with respect to any Term Year unless (i) at the end of each calendar quarter beginning with such Term Year, only one of UMG or the quarter ended June 30Company has met its Yearly Minimum Commitment, 2007and (ii) the entity meeting its Yearly Minimum Commitment (the "Complying Party") notifies the other, Rentech will calculate within forty-five days of the end of such Term Year that the Complying Party has met its Yearly Minimum Commitment, and that the other party (the "Noncomplying Party") has not, demands that the Noncomplying Party meet its Yearly Minimum Commitment for such Term Year, and specifies the amount of the Development Costs Yearly Minimum Commitment outstanding at the end of the relevant Term Year (such notice, the "Yearly Compliance Notice"). If the Noncomplying Party has not, within 60 days of such Yearly Compliance Notice (the "Extension Period") purchased such amount of Marketing Support or Content, as applicable, within such Extension Period as would (when aggregated whether with the purchases made during the applicable Term Year) meet its Yearly Minimum Commitment, it or its Affiliates has Incurred shall, not later than the 60th day after such Yearly Compliance Notice pay such amount of the Yearly Minimum Commitment (the "True Up Payment") which remains unmet as of the end of such quarter (excluding Reimbursement Costs and any Development Costs with respect to which Peabody has previously paid Rentech its portion under this Agreement as of the end of the preceding quarter) (an “Actual Amount”) and compare the Actual Amount 60 day period, in cash, to the Development Costs with respect Complying Party. Purchases of Marketing Support or Content, as applicable, made in the Extension Period after a Yearly Compliance notice and included in calculating a True Up Payment may not be included for purposes of ascertaining whether the Noncomplying Party has met its Yearly Minimum Commitment in any other Term Year but (for purposes of clarity) shall be included in calculating whether a party has made its Term Minimum Commitment. Notwithstanding the foregoing, if the UMG Entities have not made Special Content available to which Peabody made Peabody Budgeted Payments the Company in the first or second Term Year in an amount sufficient for such completed quarter the Company Entities to actually expend amounts sufficient to meet the Company Yearly Minimum Commitment during the applicable Term Year (including the amount of such Development Costs, a “Quarterly Budgeted Amount”Extension Period). In the event that the Actual Amount differs from the Quarterly Budgeted Amount for such completed quarter, either (a) Peabody shall pay to Rentech twenty percent (20%) of the amount by which the Actual Amount exceeds the Quarterly Budgeted Amount or (b) Rentech shall pay to Peabody twenty percent (20%) of the amount by which the Actual Amount is less than the Quarterly Budgeted Amount (in either case, the amount of such payment, shortfall (the “Quarterly Adjustment "Yearly Shortfall Amount”). Within thirty (30") days following shall not be required to be paid in cash by Company at the end of such completed quarterTerm Year, Rentech shall deliver a written notice to Peabody setting forth the Actual Yearly Shortfall Amount (broken down by month) and its calculation of the Quarterly Adjustment Amount (the “Quarterly Adjustment Statement”). Payments of the Quarterly Adjustment Amount to be made by Rentech or Peabody pursuant to this Section 2.1.3 shall be made within ten (10) Business Days deemed paid by the Company for purposes of delivery of calculating whether the Quarterly Adjustment Statement as provided in Section 2.1.4Company has met its Term Minimum Commitment, and if not paid when due, UMG shall accrue interest at pay the Agreed Rate, as computed from Company in cash the date payment was actually due to the actual payment date. Within twenty (20) calendar days after the end of each month, Rentech shall furnish Peabody with a list of all expenditures for Development Costs for the prior month.amount
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