Third Party Consideration definition

Third Party Consideration has the meaning given in clause 17.10;

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Third Party Consideration has the meaning set forth in Section 6.8. -------------------------

Third Party Consideration has the meaning set out in Section 2(1)(a).

Examples of Third Party Consideration in a sentence

The Vendor shall transfer to the Purchaser good and valid title to such non-cash consideration to be transferred hereunder, free and clear of any and all encumbrances, within five days of receipt by the Vendor and/or the relevant Connected Person of the Vendor of the Competing Third Party Consideration.
The Vendor shall transfer to the Purchaser good and valid title to such non-cash consideration to be transferred hereunder, free and clear of any and all encumbrances, within five days of receipt by the Vendor and/or any Connected Person of the Vendor of the Competing Third Party Consideration.
In the event that the Third Party Consideration becomes payable to UGC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be entitled to set-off any amounts owing to it and only account to UGC for the residual amount (if any).
Notwithstanding anything to the contrary in this Agreement, Alimera will pay to pSivida, on a calendar quarter basis, Royalties on the full amount of Third Party Consideration actually received by Alimera during the applicable calendar quarter, even if such Third Party Consideration is not fully recorded as Net Revenues, but only to the extent that it is not recorded, under GAAP accrual basis accounting, during such calendar quarter.
For the avoidance of doubt, in the event that the Third Party Consideration is paid in more than one payment, the Purchaser’s obligation under this clause 18.12 shall apply in respect of each of such payment.
Alimera shall prepare schedules, on a rolling two (2) year calendar quarter-by-calendar quarter basis, to be updated semi-annually (prior to June 30 and December 31 of each year), of projected Net Revenues and Third Party Consideration amounts upon which the Royalties payable to pSivida pursuant to Section 5.1 are calculated (“Annual Projections”).
Alimera shall permit an independent accounting firm selected by pSivida and reasonably acceptable to Alimera (the “Audit Firm”), which acceptance shall not be unreasonably withheld or delayed, to have access during normal business hours to such records as may be reasonably necessary to verify the accuracy of Alimera’s reports of Net Revenues, Gross Revenues, Royalties and Third Party Consideration as provided herein.
In the event that such Third Party Consideration is subject to forfeiture and becomes forfeit, then upon such forfeit, Alimera may reduce its Royalties in the quarter of the forfeit by the amount of Royalties previously paid on such Third Party Consideration to pSivida.
The Parties hereto agree that notwithstanding the Amendment Effective Date: (a) Alimera shall begin paying Royalties to pSivida under Section 5.1 for Net Revenues and Third Party Consideration earned or received beginning July 1, 2017 and (b) Alimera shall not be obligated to make the Net Profit Payment under Section 6.5.1(b) of the First A&R Agreement for the period from July 1, 2017 to the Amendment Effective Date.
In the event that the Third Party Consideration takes, in whole or in part, a form other than cash, the above calculation shall be effected on the basis of the cash equivalent value of such Third Party Consideration as agreed among the Parties or, failing such agreement, as determined by an independent expert of international repute pursuant to the procedures set out in clauses 4.3 to 4.14 applied mutatis mutandis to such determination of cash equivalent value.

More Definitions of Third Party Consideration

Third Party Consideration means any form of consideration to the extent that it is not included in Net Revenues (including any non-royalty consideration, milestone consideration, sales-based revenue and amounts paid for equity securities that exceed the fair market value of such securities), earned by Alimera or its Affiliates in connection with a sublicense agreement or other agreement that Alimera or its Affiliates enters into with a Third Party to sublicense, sell or otherwise transfer some or all of Alimera’s rights to a Product that are granted to it under this Agreement, including, but not limited to, marketing rights and/or distribution rights provided that (a) if listed on a national exchange, the fair market value of such securities shall equal the per share fair market value of such securities as listed on the national exchange through which such securities are publicly traded, or (b) if not listed on a national exchange, the fair market value of such securities shall be determined by mutual agreement of the Parties, and if the Parties fail to reach such mutual agreement, the matter shall be resolved by arbitration in accordance with Section 11.8.2 herein. Third Party Consideration shall not include any form of consideration earned by Alimera or its Affiliates for a Change of Control or reimbursement or payment for services or expenses to Alimera or its Affiliates. Third Party Consideration shall also not include amounts received by Alimera or its Affiliates for Product samples or Product provided for clinical trials approximately at or below cost In the event that Alimera or its Affiliates provides Product samples or Product for clinical trials and the amounts paid or reimbursed to Alimera or its Affiliates by Third Parties for such Product samples or Product for clinical trials that is not reported in Net Revenues exceeds $25,000 in a calendar quarter, then Alimera shall prepare a report to pSivida that details such amounts paid or reimbursed and its calculation.

Third Party Consideration means the aggregate cash consideration realised, directly or indirectly, by AIL or its Affiliates in the event of a Disposal, an Asset Realisation or a Kabel Liquidation pursuant to Clauses 6 or 7, as applicable, net of AIL’s (or any of its Affiliates’) properly documented reasonable brokerage costs and any incurred, or if not yet incurred, AIL’s (or any of its Affiliates’) reasonable estimate of withholding tax, stamp duty, notarial fees, and any other taxes payable on such consideration or any tax which would have been payable on such consideration but for the use or set-off of any relief, loss or credit less any output VAT by AIL (or any of its Affiliates), as relevant, due in relation to the Disposal, Asset Realisation or Kabel Liquidation or any other properly documented reasonable costs or out-of-pocket expenses incurred or payable in connection with such Disposal, Asset Realisation or Kabel Liquidation to the extent such amounts have not already been reimbursed by Liberty as expenses.

Third Party Consideration means the aggregate cash consideration (or, if some or all of the consideration is not cash, the aggregate cash consideration plus such value as KPMG or such other expert as the parties may agree, attributes to such non-cash consideration) received, directly or indirectly, by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or its affiliates (or, where relevant, the amount of any cash distribution, or if some or all of the distribution is not cash, such amount as KPMG or such other expert as the parties may agree, is attributable to such non-cash distribution received, directly or indirectly, by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or its affiliates in the event of a Disposal, an Asset Realisation or a Liquidation pursuant to Clause 10) including, for the avoidance of doubt, the assumption of any debt, on a Disposal in Euros (converted at the spot rate on the day of receipt if in another currency) less ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ reasonable estimate of any tax payable on such consideration or any tax which would have been payable on such consideration but for the use or set-off of any relief, loss or credit less any output VAT due in relation to the Disposal;

Third Party Consideration has the meaning specified in Section 6.1(d) hereof.