Common use of Guaranteed Minimums Clause in Contracts

Guaranteed Minimums. Distributor acknowledges and agrees that the Minimum Payment specified in Section 5.01(a) and Royalty due on the Minimum Gross Receipts specified in Section 5.02 of this Agreement are (together the "Minimum Payment"), and shall be deemed, guaranteed minimum revenue payments to MPL, and such amounts shall be paid to MPL, in accordance with Section 7.01(b)(ii) below, regardless of Distributor's actions, attempted actions or omissions in marketing, promoting, advertising, selling or distributing the Licensed Products. With respect to any payment due during the Term, in the event that the total amount invoiced by MPL under this Agreement is less than the Minimum Payment with respect to such Annual Period, Distributor shall pay to MPL a sum equal to the difference. Payment of such amount will be made on or prior to the thirtieth (30th) day of the first (1st) month in the Annual Period immediately following the Annual Period in which such deficit accrued. If, as a result of an assignment pursuant to Section 13.01, a withholding tax is required by the revenue authorities in any country by either Party, the withholding Party shall withhold taxes on amounts paid hereunder to the other Party. The withholding Party will deduct such taxes from such payment and will remit the withholding tax to the proper taxing authority on behalf of the other Party. In the event such taxing authority routinely provides a tax receipt upon payment, the withholding Party will procure tax receipts for any such withholding evidencing payment of such taxes, which will be forwarded to the other Party. The withholding Party agrees to assist the other Party, at the other party's expense, in claiming exemption from such deductions or withholdings under any applicable double taxation or similar agreement or treaty. In the event that withholding is due by a U.S. Party on payments to a foreign Affiliate of the other Party and a reduced rate of withholding is available under the U.S. Tax Treaty, the foreign Affiliate of the other Party shall provide the U.S. withholding Party a signed and completed U.S. Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding, to secure the reduced treaty rate of withholding.