ROW Transaction Revenue Sample Clauses

ROW Transaction Revenue. (i) If Purchaser, the Company or any of their Affiliates enters into an agreement with a Third Party for an Acquired IP Rights Sale or Acquired IP Rights License (excluding Liens granted to lenders or foreclosure on such Liens) with respect to any country or countries in the ROW Territory (excluding non-exclusive licenses to contractors, contract manufacturing organizations or contract research organizations, or to other similar Third Parties in connection with services provided to the Company, Purchaser, or any of their respective Affiliates) (a “ROW Third Party Agreement”), Purchaser shall pay to Seller, in respect of such country or countries, an amount equal to [***]% of all ROW Transaction Revenue. (ii) For purposes of this Agreement, “ROW Transaction Revenue” means the gross proceeds received by Purchaser, the Company or any of their Affiliates under the applicable ROW Third Party Agreement attributable to the Acquired IP Rights Sale or Acquired IP Rights License, including cash and non-cash consideration, in consideration of the grant of such rights, including any up-front, milestone, or any other contingent consideration received in consideration of the grant of such rights, in each case as determined in accordance with the Contingent Payment Accounting Principles of Purchaser, the Company, or any of their Affiliates, as applicable, minus the following amounts that were actually incurred, allowed, paid, or accrued in the financial statements of Purchaser, the Company or any of their Affiliates prepared in accordance with the Contingent Payment Accounting Principles: (A) any refunds, rebates, or chargebacks actually paid to such Third Party under such ROW Third Party Agreement, and (B) amounts paid by Purchaser, the Company, or any of their Affiliates to any Third Party solely in connection with such ROW Third Party Agreement, including consideration paid to Third Parties under the terms of IP Licenses and reasonable costs paid to lawyers, accountants, investment bankers, and other advisors; provided, that, notwithstanding the foregoing, ROW Transaction Revenue shall exclude:
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Related to ROW Transaction Revenue

  • MFMP Transaction Fee Reports The Contractor shall submit complete monthly MFMP Transaction Fee Reports to the Department. Reports are due 15 calendar days after the end of each month. Information on how to submit MFMP Transaction Fee Reports online can be located at ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/business_operations/state_/myfloridamarketplace/ mfmp_vendors/transaction_fee_and_reporting. Assistance with transaction fee reporting is also available by email at ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or telephone at 866-FLA-EPRO (866-352-3776) from 8:00 a.m. to 6:00 p.m. Eastern Time.

  • Net Sales Proceeds In the case of a transaction described in clause (A) of the definition of Sale, the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including all real estate commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (B) of such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (C) of such definition, Net Sales Proceeds means the proceeds of any such transaction actually distributed to the Company from the Joint Venture less the amount of any selling expenses, including legal fees and expenses incurred by or on behalf of the Company (other than those paid by the Joint Venture). In the case of a transaction or series of transactions described in clause (D) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction (including the aggregate of all payments under a Mortgage or in satisfaction thereof other than regularly scheduled interest payments) less the amount of selling expenses incurred by or on behalf of the Company, including all commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (E) of such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in the last sentence of the definition of Sale, Net Sales Proceeds means the proceeds of such transaction or series of transactions less all amounts generated thereby which are reinvested in one or more Assets within 180 days thereafter and less the amount of any real estate commissions, closing costs, and legal fees and expenses and other selling expenses incurred by or allocated to the Company in connection with such transaction or series of transactions. Net Sales Proceeds shall also include any consideration (including non-cash consideration such as stock, notes, or other property or securities) that the Company determines, in its discretion, to be economically equivalent to proceeds of a Sale, valued in the reasonable determination of the Company. Net Sales Proceeds shall not include any reserves established by the Company in its sole discretion.

  • Mergers, Acquisition, Sales, etc The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (i) the Servicer has delivered to the Administrative Agent and each Purchaser Agent an Officer’s Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 5.5 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request; (ii) the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Purchaser Agent; (iii) after giving effect thereto, no Termination Event or Servicer Default or event that with notice or lapse of time would constitute either a Termination Event or a Servicer Default shall have occurred; and (iv) the Administrative Agent and each Purchaser Agent have consented in writing to such consolidation, merger, conveyance or transfer.

  • Gross Settlement Amount Except as otherwise provided by Paragraph 8 below, Defendant promises to pay $1,110,000.00 as the Gross Settlement Amount. Defendant will separately pay the employer's share of payroll taxes on the Wage Portion of the Individual Class Payments. Defendant has no obligation to pay the Gross Settlement Amount prior to the deadline stated in Paragraph 4.3 of this Agreement. The Administrator will disburse the entire Gross Settlement Amount without asking or requiring Participating Class Members or Aggrieved Employees to submit any claim as a condition of payment. None of the Gross Settlement Amount will revert to Defendant.

  • Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.