Post-Closing Royalty Amounts definition

Post-Closing Royalty Amounts means: (a) any and all royalty payments specified in Section 8.5 of the License Agreement paid or payable pursuant thereto after the Closing Date (including late payments thereof, if any); (b) any and all amounts paid or payable pursuant to Section 9.4 of the License Agreement after the Closing Date with respect to the underpayment of any royalties payable under Section 8.5 of the License Agreement (excluding the out-of-pocket costs of the auditing party in connection with any such audit that are payable by Genentech, if any); (c) any and all indemnity payments paid or payable pursuant to Section 14.1(b) of the License Agreement with respect to Losses (as defined in the License Agreement) suffered by the Buyer after the Closing Date with respect to any amounts payable under Sections 8.5, 9.3 or 9.4 of the License Agreement; and (d) any interest paid or payable under Section 9.3 of the License Agreement after the Closing Date with respect to the late payment of any of the foregoing amounts or interest thereon.
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Post-Closing Royalty Amounts means (a) any and all royalty payments specified in Section 8.5 of the License Agreement paid or payable pursuant thereto after the effective date of the Purchase Agreement (including late payments thereof, if any); (b) any and all amounts paid or payable pursuant to Section 9.4 of the License Agreement after the effective date of the Purchase Agreement with respect to the underpayment of any royalties payable under Section 8.5 of the License Agreement (excluding the out-of-pocket costs of the auditing party in connection with any such audit that are payable by Genentech, if any); (c) any and all indemnity payments paid or payable pursuant to Section 14.1(b) of the License Agreement with respect to Losses (as defined in the License Agreement) suffered by Borrower after the effective date of the Purchase Agreement with respect to any amounts payable under Sections 8.5, 9.3 or 9.4 of the License Agreement; and (d) any interest paid or payable under Section 9.3 of the License Agreement after the effective date of the Purchase Agreement with respect to the late payment of any of the foregoing amounts or interest thereon.
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Post-Closing Royalty Amounts shall have the meaning assigned to such term in the Credit Agreement.
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Examples of Post-Closing Royalty Amounts in a sentence

  • Pursuant to and as further described in the Credit Agreement, Seller will be reimbursed out of Post-Closing Royalty Amounts received for any Escrow Agent Fees paid by Seller and any Indemnity Collection Costs actually incurred by Seller before any Adjusted Post-Closing Royalty Amounts are distributed by the Escrow Agent to the Residual Account.

  • Seller has not assigned and has not in any other way conveyed, transferred or encumbered all or any portion of its right, title and interest to the License Agreement as it relates to any Post-Closing Royalty Amounts.

  • This helps to accommodate new markets and make their global workforce feel comfortable and accepted at work.

  • On or prior to the Closing Date, Seller shall direct Genentech in the Consent and Direction to promptly remit to the Escrow Account, following the Closing Date, any and all Post-Closing Royalty Amounts directly to Boston Private Bank and Trust Company, as Escrow Agent, by deposit to the Escrow Account unless and until otherwise directed in writing by Escrow Agent or by a joint written instruction by the Buyer and Biopharma Secured Debt Fund II Sub, S.à.x.x, as Lender.

  • The aggregate purchase price for the Post-Closing Royalty Amounts sold on the Closing Date shall be equal to Thirty Million Dollars ($30,000,000), which amounts shall be payable by wire transfer of federal funds or other immediately available funds to Boston Private Bank & Trust, account number [**], routing number [**] (the “Purchase Price”).

  • Seller owns legal and equitable title to the Post-Closing Royalty Amounts, free and clear of any and all Liens of any kind whatsoever.

  • Seller shall use commercially reasonable efforts: (i) to fully enforce its rights to receive all Post-Closing Royalty Amounts from Genentech under the License Agreement; and (ii) to enforce all of its rights and remedies under the License Agreement upon the occurrence of a material breach of the License Agreement by Genentech with respect to any Post-Closing Royalty Amount (or portion thereof), which is not cured within the period provided therein, if any.

  • B-2.2 Limited technical skills needed to transform productive and service sector practices: As described in some detail in Part I: Situation Analysis, transforming an existing SMME into a BF-SMME may require significant upgrades in production technologies.

  • Pursuant to Section 2.1, all of Seller’s right, title and interest in and to the Post-Closing Royalty Amounts shall be sold and transferred to Buyer, free and clear of any and all Liens of any kind whatsoever.

  • General elections cut short political administrations while running good youth program which if the gestation period is not reached in time the required impact would never materialize.


More Definitions of Post-Closing Royalty Amounts

Post-Closing Royalty Amounts means the Royalty Amounts for sales occurring during the quarter ended September 30, 2009 and during each quarter following the Effective Time, as applicable. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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Post-Closing Royalty Amounts means: (a) any and all royalty payments specified in Section 4.3 of the Baxalta License Agreement paid or payable pursuant thereto after the effective date of the Purchase Agreement (including late payments thereof, if any); (b) any and all royalty payments specified in Section 4.3 of the Roche License Agreement paid or payable pursuant thereto after the effective date of the Purchase Agreement (including late payments thereof, if any); (c) any and all amounts paid or payable pursuant to Section 4.6.1 of the Baxalta License Agreement after the effective date of the Purchase Agreement with respect to the underpayment of any royalties payable under Section 4.3 of the Baxalta License Agreement (excluding the out- of-pocket costs of the auditing party in connection with any such audit that are payable by Baxalta, if any); (d) any and all amounts paid or payable pursuant to Section 4.6.6 of the Roche License Agreement after the effective date of the Purchase Agreement with respect to the underpayment of any royalties payable under Section 4.3 of the Roche License Agreement (excluding the out-of-pocket costs of the auditing party in connection with any such audit that are payable by Roche, if any); (e) any and all indemnity payments paid or payable pursuant to Section 9.1 of the Baxalta License Agreement with respect to Liabilities (as defined in the Baxalta License Agreement) suffered by Borrower after the effective date of the Purchase Agreement with respect to any amounts payable under Sections 4.3 or 4.6.1 of the Baxalta License Agreement; and (f) any and all indemnity payments paid or payable pursuant to Section 9.1 of the Roche License Agreement with respect to Liabilities (as defined in the Roche License Agreement) suffered by Borrower after the effective date of the Purchase Agreement with respect to any amounts payable under Sections 4.3 or 4.6.6 of the Roche License Agreement.
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Related to Post-Closing Royalty Amounts

  • Earnout Payments has the meaning specified in Section 2.7.

  • Royalty Payments has the meaning set forth in Section 7.3.1.

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Assumed Interest Amount With respect to any Distribution Date and Class of Subordinated Certificates, one month's interest accrued during the related Interest Accrual Period at the Pass-Through Rate for such Class on the applicable Assumed Balance immediately prior to that Distribution Date.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Seller Remittance Amount With respect to each Servicer, the meaning assigned to such term in the related Servicing Agreement.

  • Tax increment revenues means the amount of ad valorem property taxes and specific local taxes attributable to the application of the levy of all taxing jurisdictions upon the captured assessed value of real and personal property in the zone. Tax increment revenues do not include any of the following:

  • Deferred Sales Charge Payment Dates means the dates specified for deferred sales fee installments under "Investment Summary--Fees and Expenses" in the Prospectus for the Trust.

  • Volumetric Production Payments means production payment obligations recorded as deferred revenue in accordance with GAAP, together with all undertakings and obligations in connection therewith.

  • Adjustment Escrow Amount means $1,000,000.

  • Servicer Prepayment Charge Payment Amount The amounts payable by the Servicer in respect of any waived Prepayment Charges pursuant to Section 2.05 or Section 3.01.

  • Deferred Sales Charge Payment Date means June 10, 2015 and the tenth day of each month thereafter through October 10, 2015.

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Required Daily Deposit Target Finance Charge Amount means, for any day in a Due Period, an amount equal to the Class A Tranche Interest Allocation for the related Distribution Date; provided, however, that for purposes of determining the Required Daily Deposit Target Finance Charge Amount on any day on which the Class A Tranche Interest Allocation cannot be determined because the LIBOR Determination Date for the applicable Interest Accrual Period has not yet occurred, the Required Daily Deposit Target Finance Charge Amount shall be the Class A Tranche Interest Allocation determined based on a pro forma calculation made on the assumption that LIBOR will be LIBOR for the applicable period determined on the first day of such calendar month, multiplied by 1.25.

  • Royalty Payment has the meaning set forth in Section 6.1.

  • Net Revenue Interest means, with respect to any Property, the interest in and to all Hydrocarbons produced, saved, and sold from or allocated to such Property after giving effect to all royalties, overriding royalties, production payments, carried interests, net profits interests, reversionary interests, and other burdens upon, measured by, or payable out or production therefrom.

  • Closing Payment has the meaning set forth in Section 2.2(a).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Production Payments means, collectively, Dollar-Denominated Production Payments and Volumetric Production Payments.

  • Assigned Annual Special Tax means the Special Tax of that name described in Section D.