Royalty Shortfall definition

Royalty Shortfall has the meaning set forth in Section 8.5.1.6.
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Royalty Shortfall is defined in Section 2.02 of this Agreement.
Sample 1

Examples of Royalty Shortfall in a sentence

  • For the avoidance of doubt, if PEPSICO selects multiple Collaboration Compounds within any of the five Minimum Annual Royalty Categories, the Royalty Shortfall shall be due for that category and not for each Selected Compound within that category.

  • The Royalty Shortfall will be paid within [***] after the end of each Calendar Year.

  • In the event that the Parties are unable to avoid such default and SpinCo defaults on any payment obligation, without limiting any other rights and remedies RemainCo may have at Law or in equity with respect to such default, RemainCo shall have the right to step in and cure such payment default on behalf of SpinCo and set-off such amount against any future Royalty or Minimum Annual Royalty Shortfall payments due hereunder.

  • The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and transferee.

  • In connection with making any payments pursuant to subsections (i) and (ii) of this Section 11.5, RemainCo shall provide to SpinCo a report (a “Royalty Report”), together with any supporting documentation reasonably requested by SpinCo with respect to the calculation by RemainCo of the Royalty amount or the Minimum Annual Royalty Shortfall, as applicable.

  • At its sole option and in its sole discretion, Buyer may elect to satisfy any Royalty Shortfall Payment by decreasing the principal amount owed to Seller by Buyer under the Promissory Note.

  • The Royalty Shortfall Payments that the Licensee is required to pay for any Annual Period, since not based on actual sales of the Licensed Merchandise, will be recorded as prepayments (the “Prepaid Royalties”) that will thereafter be applied as a credit against the Quarterly Royalties next payable with respect to actual sales of Licensed Merchandise.

  • If the sum of all Aprecia Royalty Payments for a Project Year ending after the Closing Date is less than the Fully Burdened Costs for such Project Year (such amount by which the Fully Burdened Costs exceed the Aprecia Royalty Payments, the “Royalty Shortfall”), then the Company shall offset eighty-five percent (85%) of such Royalty Shortfall against amounts that become due and payable to the Holders under the TRA with respect to such Project Year.

  • Any excess sales for an indication or indications will be applied to any deficit sales for any other indication or indications in any same year.

  • For the avoidance of doubt and subject to the terms herein (including, without limitation, Luminex’s right to terminate in case of a Minimum Royalty Shortfall), DiaCarta shall be obligated to pay the Minimum Royalties in accordance with this Agreement, regardless of whether paid through payment of actual Royalties or through cash otherwise available to DiaCarta.

Related to Royalty Shortfall

  • Finance Charge Shortfall shall have the meaning specified in Section 4.09.

  • Principal Shortfall For any Distribution Date, the amount, if any, by which (i) the Principal Distribution Amount for the preceding Distribution Date exceeds (ii) the aggregate amount actually distributed with respect to principal on the Non-Vertically Retained Principal Balance Certificates on such preceding Distribution Date in respect of such Principal Distribution Amount.

  • Available Funds Shortfall As defined in Section 3.03(b)(ii)(A).

  • Class A-P Collection Shortfall With respect to the Cash Liquidation or REO Disposition of a Discount Mortgage Loan and any Distribution Date, the excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount described in Section 4.02(b)(i)(C)(2).

  • Series Principal Shortfall means with respect to any Transfer Date, the excess, if any, of (a) (i) with respect to any Transfer Date relating to the Controlled Accumulation Period, the Controlled Deposit Amount for such Transfer Date, and (ii) with respect to any Transfer Date during the Rapid Amortization Period, the Adjusted Investor Interest over (b) the Investor Principal Collections minus the Reallocated Principal Collections for such Transfer Date.

  • Accumulation Shortfall shall initially mean zero and shall thereafter mean, with respect to any Monthly Period during the Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount for the previous Monthly Period over the amount deposited into the Principal Funding Account pursuant to subsection 4.9(c)(i) with respect to the Certificates for the previous Monthly Period.

  • Daily Principal Shortfall means, on any date of determination, the excess of the Group One Monthly Principal Payment for the Monthly Period relating to such date over the month to date amount of Collections processed in respect of Principal Receivables for such Monthly Period allocable to investor certificates of all outstanding Series in Group One, not subject to reallocation, which are on deposit or to be deposited in the Principal Account on such date.

  • Available Funds Shortfall Amount means, as of any Payment Date, the amount, if any, by which the aggregate amount required to be paid pursuant to clauses first through twelfth of Section 4.4(a) of the Sale and Servicing Agreement exceeds the Available Funds for such Payment Date.

  • Working Capital Shortfall has the meaning specified in Section 2.5(b).

  • Net Simple Interest Shortfall With respect to any Distribution Date, the excess, if any, of (a) 30 days’ interest at the weighted average (by principal balance) of the Net Mortgage Rates of the Simple Interest Mortgage Loans as of the first day of the related Due Period, as determined by the Servicer, on the aggregate principal balance of such Simple Interest Mortgage Loans for such Remittance Date, carried to six decimal places, rounded down, and calculated on the basis of a 360-day year consisting of twelve 30-day months, over (b) the amount of the payments received by the Servicer in the related Due Period allocable to interest in respect of such Simple Interest Mortgage Loans, calculated in accordance with the Simple Interest Method, net of the related Servicing Fees.

  • Net Interest Shortfall With respect to any Distribution Date, the Interest Shortfall, if any, for such Distribution Date net of Compensating Interest Payments made with respect to such Distribution Date.

  • Shortfall Payment has the meaning specified in Section 3.7.

  • Collateral Shortfall Amount is defined in Section 8.1.

  • Capitalization Reimbursement Shortfall Amount With respect to any Distribution Date and, with respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan Group, the amount, if any, by which the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of all Mortgage Loans (or, if the Mortgage Pool is comprised of two or more Loan Groups, on the Mortgage Loans in the related Loan Group) during the preceding calendar month exceeds the amount of principal payments on the Mortgage Loans included in the Available Distribution Amount (or, if the Mortgage Pool is comprised of two or more Loan Groups, Available Distribution Amount for the related Loan Group) for that Distribution Date.

  • Curtailment Shortfall For any Distribution Date and for any Curtailment received in the Prior Period, an amount equal to one month’s interest on such Curtailment at the Pass-Through Rate for the applicable Mortgage Loan.

  • Principal Shortfalls shall have the meaning specified in Section 4.04.

  • Collateral Minimum Monthly Interest shall have the meaning specified in subsection 4.02(c).

  • Shortfall means, with respect to a Distribution Date, the excess (if any), of the sum of the amounts payable pursuant to clauses (v) through (viii) of Section 7.05 over Available Monies for such Distribution Date minus the amounts payable pursuant to clauses (i) through (iv) of Section 7.05 on such Distribution Date.

  • Class A Note Principal Shortfall means, as of the close of any distribution date, the excess of: • the Class A Noteholders’ Principal Distribution Amount on that distribution date, over • the amount of principal actually distributed or allocated to the class A noteholders or deposited into the accumulation account on that distribution date.

  • Cumulative Series Principal Shortfall means the sum of the Series Principal Shortfalls (as such term is defined in each of the related Series Supplements) for each Series in Group One.

  • Class B Note Principal Shortfall means, as of the close of any distribution date, the excess of: • the Class B Noteholders’ Principal Distribution Amount on that distribution date, over • the amount of principal actually distributed to the class B noteholders on that distribution date.

  • Excess Cash Flow Payment Period means, with respect to any Excess Cash Flow Payment Date, the immediately preceding fiscal year of the Borrower.

  • Excess Cash Flow Payment Date means the earlier of (a) the date occurring 90 days after the last day of each fiscal year of the Borrower (commencing with the fiscal year of the Borrower ending December 31, 2018) and (b) the third Business Day following the date on which financial statements with respect to such period are delivered pursuant to Section 5.01(c).

  • Interest Shortfall With respect to any Distribution Date and each Mortgage Loan that during the related Prepayment Period was the subject of a Principal Prepayment or constitutes a Relief Act Mortgage Loan, an amount determined as follows:

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Note Interest Shortfall means, for a Class and a Payment Date, an amount equal to the excess, if any, of the Accrued Note Interest for the prior Payment Date for the Class over the amount of interest that was paid to the Noteholders of that Class on the prior Payment Date, together with interest on the excess amount, to the extent lawful, at the Note Interest Rate for the Class for that Interest Period.