Creditable Consideration definition

Creditable Consideration means, in respect of any period, the sum of (a) all amounts payable by Salix pursuant to Section 3.1.3 or any agreement for the performance by Lupin or its Affiliates of Development activities into which the Parties may have entered during such period that are in excess of Lupin’s or its Affiliates’ costs in respect thereof, [*] plus (b) all milestone payments required to be paid by Salix to Lupin pursuant to Section 7.1.2 in respect of milestones that occurred during such period, plus (c) all amounts payable by Salix to Lupin during such period pursuant to any agreement entered into pursuant to Section 7.2, plus (d) all royalties required to be paid by Salix to Lupin pursuant to Section 7.3 in respect of Net Sales made by Salix and its Affiliates during such period, plus (e) the aggregate Finished Product Markup (as such term is defined in the Finished Product Supply Agreement) payable by Salix to * Confidential treatment requested; certain information omitted and filed separately with the SEC. Lupin for Covered Product ordered by Salix under the Finished Product Supply Agreement for delivery during such period, plus (f) unless otherwise explicitly agreed by the Parties, (i) all fees for services payable by Salix to Lupin or its Affiliates during such period in respect of any arrangement for the provision of services by Lupin or its Affiliates to Salix into which Salix and Lupin may enter following the Amendment Effective Date that are in excess of Lupin’s or its Affiliates’ costs in respect thereof, [*] and (ii) any markup above actual Manufacturing Costs (as such term is defined in Schedule 1.53 to the Finished Product Supply Agreement) payable by Salix to Lupin or its Affiliates for product ordered by Salix for delivery during such period pursuant to any arrangement for the supply of [*] into which Salix and Lupin may enter following the Amendment Effective Date; provided, however, that the Parties agree that Creditable Consideration does not include any amounts payable by Salix to Lupin or its Affiliates under the API Supply Agreement or amounts payable by Salix to Lupin pursuant to Section 7.1.1.
Sample 1

Related to Creditable Consideration

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Base Consideration has the meaning set forth in Section 1.2.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Share Consideration has the meaning given to it in Section 2.2;

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Total Consideration means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller, the maximum amount payable in connection with any deferred purchase price obligation (including any Earn-Out Obligation) and the value of any Capital Stock of any Loan Party issued to the seller in connection with such Acquisition.

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with an Asset Sale that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $50,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Non-Cash Consideration means consideration in a form other than cash.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Scheme Consideration means, in respect of: